Natural Grocers shifts shareholder bylaw amendment threshold to 66.67% after Isely control drops below 50%

Natural Grocers moved to adopt Texas bylaws as part of a planned Delaware-to-Texas reincorporation approved by majority written consent on Sept. 9, 2026.

Texas bylaws set an 11-month default proxy duration, versus three years under Delaware bylaws.

An exclusive-forum clause shifts internal corporate disputes to the Texas Business Court; securities-law claims are routed to U.S. federal district courts.

Texas bylaws permit shareholders to call special meetings with 50% of voting shares; Delaware bylaws did not allow shareholder-called special meetings.

Shareholder action by written consent becomes limited to unanimous consent once the Isely family voting control falls below 50%.