Daily Journal shareholders end cumulative voting as board adds proxy access

Daily Journal Corporation (Nasdaq: DJCO) shareholders approved eliminating cumulative voting in director elections at a September 10, 2026 special meeting, with 804,436 shares voted for the amendment, 21,786 against, 1,672 abstaining and 20,683 broker non-votes. The company reported the results in its September 11 Form 8-K, accession number 0001437749-26-030183.

Shareholders approve the amendment

Daily Journal Corporation's September 10 special meeting had 848,577 shares represented in person or by valid proxy, constituting a quorum. Shareholders approved Proposal 1, the amendment eliminating cumulative voting in director elections, with 804,436 votes for, 21,786 against, 1,672 abstentions and 20,683 broker non-votes. These are the raw tallies reported in the filing.

The amendment became effective September 11 when Articles of Amendment were filed with the South Carolina Secretary of State. Exhibit 3.1 states that shareholders entitled to vote in an election of directors will not have cumulative voting rights in that election.

Shareholders also approved Proposal 2, allowing adjournment of the special meeting if necessary to solicit additional proxies. That proposal received 814,903 votes for, 30,816 against and 2,858 abstentions, with no broker non-votes. The reported approval does not itself establish that an adjournment occurred.

Revised bylaws add proxy access

In connection with the amendment, the board approved amended and restated bylaws on September 10, effective September 11 concurrently with the amendment. Alongside changes making the bylaws consistent with the end of cumulative voting, the board adopted a proxy access provision.

The provision allows a passive shareholder, or a group of up to 20 passive shareholders, owning at least 3% of the company's shares for at least three years to nominate two directors—or, if greater, 20% of the board seats up for election. Those nominees may appear in the company's proxy statement alongside the company's nominees. The filing describes adoption of this mechanism; it does not report that shareholders have used it or submitted proxy-access nominees.

The revised bylaws also require certain disputes to be resolved in state or federal courts located within South Carolina. They update Article V to reflect actual officer titles and duties and change the general advance-notice deadline for shareholder director nominations. A shareholder must generally submit a nomination no later than 60 calendar days before the anniversary of the prior year's annual meeting, replacing the previous deadline of 10 days before the meeting.

The bylaws further clarify that shareholders cannot call a special meeting. The company's Articles do not confer that authority, which the filing says South Carolina law requires for a public corporation.

These provisions address different parts of shareholder participation: the amendment removes cumulative voting rights, proxy access creates a route for qualifying shareholders' nominees to appear in company proxy materials, and the advance-notice provision changes when nominations generally must arrive. Adoption alone does not show how shareholders will use the new provisions.

Resignation policy sets a board decision timetable

The Director Resignation Policy in Exhibit 99.1 took effect September 10. Each incumbent director nominee must submit an advance irrevocable resignation that becomes effective upon board acceptance after the nominee fails to receive the vote required for election under the Articles in an uncontested election.

Promptly after certification of the vote, the Nominating Committee considers acceptance and makes a recommendation. The board must accept the resignation unless it determines that acceptance would not be in the best interests of the company and its shareholders. It must act within 90 days after certification and publicly disclose its decision and the basis for it. The affected director cannot participate in the committee's recommendation or the board's determination.

The board may defer acceptance only if immediate acceptance would materially impair operations, governance, regulatory compliance or an orderly transition. Any deferral must last only as long as reasonably necessary and, absent extraordinary circumstances, cannot exceed 180 days. The policy defines an uncontested election as one in which the number of candidates does not exceed the number of directors to be elected as of the bylaws' nomination deadline.

Repurchase authority is optional

Separately, the board authorized a framework on September 10 permitting repurchases of up to 35,000 outstanding common shares through September 30, 2027. Repurchases may occur from time to time in open-market transactions intended to comply with Rule 10b-18.

The authorization does not require any purchases. Management will determine timing and amounts within the board's authority after considering the share price, economic, business and market conditions, and other available uses of capital. Repurchases may be suspended or discontinued at any time.

The Form 8-K does not establish that repurchases have begun or that any shares have been bought under this framework. The authorization is a ceiling on permitted purchases, not a completed transaction. The governance actions and framework were disclosed in the Friday, September 11 Form 8-K, signed by Chief Financial Officer Erik Nakamura, covering September 10–11 events.