Clear Secure 修订章程，更新股东提名与提案程序要求
Clear Secure, Inc. (0001856314) (Filer)
Clear Secure 董事会于10月29日批准并通过第三次修订及重述的公司章程细则，当日生效。修订更新并扩展股东提名董事及提交其他提案的程序和信息要求，以反映美国证券交易委员会通用代理人规则。
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2026
CLEAR SECURE, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-40568 | 86-2643981 | ||||||||||||
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
85 10th Avenue, 9th Floor, New York, NY 10011 | |||||||||||
| (Address of Principal Executive Offices) (Zip Code) | |||||||||||
(646) 723-1404
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A common stock, par value $0.00001 per share | YOU | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 29, 2026, the Board of Directors (the “Board”) of Clear Secure, Inc. (the “Company”) approved and adopted third amended and restated by-laws of the Company (the “Third Amended and Restated By-Laws”), effective as of such date. The Third Amended and Restated By-Laws update and expand the procedural and informational requirements for director nominations and other proposals submitted by stockholders under the Company’s “advance notice” provisions to reflect the Securities and Exchange Commission’s “universal proxy” rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended.
The foregoing summary of the amendments to the by-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 hereto, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
Third Amended and Restated By-laws of Clear Secure, Inc., effective October 29, 2026 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
| CLEAR SECURE, INC. | |||||||||||||||||
Date: | October 30, 2026 | By: | /s/ Caryn Seidman Becker | ||||||||||||||
| Caryn Seidman Becker | |||||||||||||||||
| Chief Executive Officer | |||||||||||||||||
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