Silvaco Group, Inc. Amends and Restates Bylaws: What Investors Need to Know

Overview

Silvaco Group, Inc. (NASDAQ: SVCO) has filed an 8-K report announcing that its Board of Directors approved Amended and Restated Bylaws, effective February 13, 2026. This change aligns the threshold for stockholder approval for the removal of directors with the Company’s Amended and Restated Certificate of Incorporation. The new bylaws are available as Exhibit 3.2 to the 8-K filing.

Key Points from the 8-K Filing

• Bylaw Amendment Effective Date: February 13, 2026.
• Purpose: Aligns shareholder approval thresholds for director removal with the Certificate of Incorporation.
• Exhibit Filed: Amended and Restated Bylaws (Exhibit 3.2).
• Reporting Company: Silvaco Group, Inc. (Delaware corporation), located at 4701 Patrick Henry Drive, Building #23, Santa Clara, CA.
• Trading Symbol: SVCO; Exchange: Nasdaq Global Select Market.
• Emerging Growth Company: Yes (as defined by SEC rules).

Details of the Amended and Restated Bylaws

The amended bylaws introduce several procedural and governance updates, which are summarized below:

• Stockholder Approval Threshold: The threshold for removing directors is now consistent with the Certificate of Incorporation. The bylaws specify that removal of directors requires approval from holders of sixty-seven percent (67%) of the voting power of shares entitled to vote.
• Advance Notice Provisions: Shareholders must provide “Timely Notice” in proper form for any business or director nominations at annual meetings. Notice must be delivered 90-120 days before the anniversary of the previous year’s proxy statement, or within 10 days of public announcement if the meeting date shifts significantly.
• Disclosure Requirements: Shareholders proposing business or nominations must disclose detailed information about their shareholdings, interests, agreements, and intentions to solicit proxies.
• No Action by Written Consent: Shareholders cannot take action by written consent; only actions at properly called meetings are valid.
• Majority Vote for Routine Matters: Routine matters require a majority vote of those present, unless otherwise specified by law, certificate, or bylaws.
• Stockholder List & Inspection: A complete list of voting stockholders will be prepared at least 10 days before meetings, open for inspection.
• Quorum: A majority of voting power present (in person or by proxy) constitutes a quorum.
• Nomination Requirements: Candidates for director must submit questionnaires and representations regarding background, independence, and ownership.
• Dividend Policy: Dividends may be declared by the Board at its discretion, paid in cash, property, or shares.
• Indemnification: Directors and officers are indemnified for actions taken in good faith, subject to Delaware law.
• Amendment Authority: The Board of Directors retains the authority to further amend or repeal bylaws by majority vote.
• Certificate/Book-Entry Shares: Shares may be represented by certificates or be uncertificated, with appropriate notification to shareholders.

Potential Price-Sensitive Highlights

• Director Removal Threshold Raised: The new supermajority requirement (67%) for removal of directors makes changes to board composition more difficult, potentially reducing activist investor influence and increasing governance stability. This could be viewed positively (stable leadership) or negatively (entrenchment risk), depending on investor perspective.
• Procedural Barriers for Shareholder Proposals: Enhanced advance notice and disclosure requirements may limit or delay shareholder activism, affecting the likelihood of changes in corporate strategy or leadership.
• Dividend Flexibility: The Board retains discretion to declare dividends, but no specific dividend policy change is announced.
• Emerging Growth Company Status: Silvaco Group, Inc. continues to operate as an emerging growth company, potentially benefiting from reduced regulatory burdens.

What Shareholders Should Know

• Governance Changes: These bylaw amendments may have significant implications for shareholder rights and board accountability. Investors should review their ability to influence corporate governance and director composition.
• Activism and Proxy Contests: Increased requirements for shareholder proposals and director nominations may reduce the likelihood or effectiveness of activist campaigns.
• Long-Term Impact: These changes may impact the company’s attractiveness to certain institutional investors and could affect share value by signaling board stability or entrenchment.

Conclusion

The amendments to Silvaco Group, Inc.’s bylaws represent a material change in corporate governance, particularly regarding director removal and shareholder proposal procedures. Investors should monitor how these changes affect governance dynamics and the company’s strategic direction.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the official SEC filings and consult with financial advisors before making any investment decisions regarding Silvaco Group, Inc. The information herein is based on public filings as of February 2026 and may be subject to change.

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