Bogota Financial Amends Bylaws, Modifies Shareholder Meeting & Nomination Rules

TL;DR

**Bogota Financial just changed its bylaws, impacting how shareholders can propose ideas and nominate directors.**

AI Summary

Bogota Financial Corp. (BSBK) filed an 8-K on January 25, 2024, reporting that on January 24, 2024, its Board of Directors approved amendments to the company's bylaws. These amendments include changes to the quorum requirements for shareholder meetings, now requiring a majority of shares entitled to vote, and modifications to the procedures for director nominations and shareholder proposals. This matters to investors because changes to bylaws, especially regarding shareholder meeting procedures and director nominations, can impact corporate governance and shareholder influence, potentially affecting the company's future strategic direction and accountability.

Why It Matters

These bylaw amendments could alter shareholder influence on company decisions and board composition, which is crucial for investors concerned about corporate governance and long-term value.

Risk Assessment

Risk Level: medium — Changes to corporate bylaws can subtly shift power dynamics within a company, potentially reducing shareholder influence over time.

Analyst Insight

Investors should review the full text of the amended bylaws, once available, to understand the precise implications for shareholder rights and corporate governance, especially regarding future proxy contests or shareholder activism.

Key Players & Entities

• Bogota Financial Corp. (company) — the registrant filing the 8-K
• Board of Directors (person) — approved the bylaw amendments
• January 24, 2024 (date) — date of earliest event reported
• January 25, 2024 (date) — date the 8-K was filed
• $0.01 (dollar_amount) — par value of common stock
• BSBK (company) — trading symbol for Bogota Financial Corp.
• The Nasdaq Stock Market, LLC (company) — exchange where BSBK common stock is registered

FAQ

Key Financial Figures

• $0.01 B — ich registered Common Stock, par value $0.01 BSBK The Nasdaq Stock Market, LLC Indi

Filing Documents

• d706673d8k.htm (8-K) — 27KB
• d706673dex32.htm (EX-3.2) — 79KB
• 0001193125-24-015151.txt ( ) — 250KB
• bsbk-20240124.xsd (EX-101.SCH) — 3KB
• bsbk-20240124_lab.xml (EX-101.LAB) — 18KB
• bsbk-20240124_pre.xml (EX-101.PRE) — 11KB
• d706673d8k_htm.xml (XML) — 3KB

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 24, 2024, the Board of Directors of Bogota Financial Corp. (the "Company") amended the Company's Bylaws to establish a vice chair position and the duties associated with such position. The foregoing description of the amendments to the Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws. A copy of the Amended and Restated Bylaws is filed as Exhibit 3.2 hereto and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (a)

Financial Statements of Businesses Acquired. Not applicable

Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Shell Company Transactions. Not applicable. (d) Exhibits. Exhibit No. Description 3.2 Amended and Restated Bylaws of Bogota Financial Corp. 104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. BOGOTA FINANCIAL CORP. DATE: January 25, 2024 By: /s/ Kevin Pace Kevin Pace President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR