NV5 Global : Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 16, 2024, the board of directors (the "Board") of NV5 Global, Inc. (the "Company") amended the Company's Amended and Restated Bylaws, effective immediately, to address certain procedural aspects with respect to implementing a mandatory universal proxy rule, including applicable notice, information and solicitation requirements, pursuant to Rule 14a-19, promulgated under the Securities Exchange Act of 1934, as amended, and as adopted by the U.S. Securities and Exchange Commission.

The Amended and Restated Bylaws also incorporate certain changes providing that stockholders may only make nominations at a special meeting of stockholders if the Board has determined that directors will be elected at such meeting, limiting the number of nominees a stockholder may nominate at any meeting of stockholders to the number of seats the Board has determined will be filled by vote at such meeting and updates to address the passage of time since the last time the Company revisited its Amended and Restated Bylaws.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.