Detailed Article for Investors

Pure Storage, Inc. (NYSE: PSTG) has filed a Form 8-K, disclosing significant amendments to its Amended and Restated Certificate of Incorporation and Bylaws, effective February 23, 2026. These changes directly impact shareholder rights, director nomination procedures, and the company’s overall corporate governance structure.

Corporate Governance Amendments

The new bylaws introduce more detailed requirements for shareholders who wish to nominate directors or propose business at annual meetings. Shareholders must now provide comprehensive information about nominees—including name, age, addresses, occupations, share ownership, investment intent, and relevant arrangements—well in advance of the annual meeting. Written consent from nominees is required, and the company may request further information to assess their eligibility and independence as directors.

For business proposals, shareholders must submit descriptions, reasons, and disclose any material interests. Notices must be received at the principal executive offices no later than the close of business on the 90th day and no earlier than the 120th day before the anniversary of the preceding annual meeting. If the meeting date changes significantly, new deadlines apply. Shareholders must update notices as circumstances change, including five business days before the meeting and after the record date.

Meeting Procedures and Shareholder Action

The bylaws specify that shareholders may not act by written consent or electronic transmission; all actions require formal meetings. Only the Chairperson of the Board, the Chief Executive Officer, or the Board (by majority) can call special meetings. This restricts shareholders from calling special meetings independently, potentially consolidating control with management and the Board.

At meetings, a quorum requires the presence (in person, remote, or by proxy) of holders of a majority of voting power. The Board or the chairperson of the meeting may set rules regarding attendance, agenda, time limits, and poll procedures. This gives substantial discretion to the Board in managing shareholder meetings.

Indemnification and Director Protections

The amended bylaws provide broad indemnification rights to directors, officers, employees, and agents, covering actions taken in good faith and in the interests of the company or employee benefit plans. This protects management from personal liability in many circumstances.

Bylaw Amendments and Shareholder Powers

While shareholders retain the right to amend the bylaws, any such changes require a supermajority vote (66 2/3% of voting power), making it more difficult for shareholders to effect governance changes without broad support.

Other Provisions

• Dividends can be declared by the Board and paid in cash, property, or shares, subject to applicable law and certificate provisions.
• The fiscal year is fixed by Board resolution.
• Shares may be certificated or uncertificated, as determined by the Board.
• Transfer restrictions are permitted by agreement, provided they do not violate Delaware law.

Shareholder Impact and Potential Price Sensitivity

Investors should note that these amendments may consolidate control with the Board and management, potentially making it harder for shareholders to influence key decisions, call meetings, or nominate directors. These changes can affect the company’s governance profile and may be viewed as limiting shareholder activism or participation.

The supermajority requirement for bylaw amendments, more stringent advance notice provisions, and expanded indemnification may be seen as defensive measures, possibly impacting investor sentiment, especially among those favoring more shareholder-friendly governance. Any such moves—particularly if viewed as entrenching the Board or limiting shareholder rights—could be considered price sensitive and may affect share values, depending on market perception and the context of any shareholder activism.