SBC Medical Group Holdings Incorporated (Nasdaq: SBC) reported that it fell out of compliance with Nasdaq board and audit committee independence requirements following its July 8, 2026 annual meeting, after director Mike Sayama chose not to stand for re-election. The company notified Nasdaq’s Listing Qualifications Department on July 8 that, as of the annual meeting, Sayama’s departure would leave the board and audit committee short of Nasdaq’s independence standards. Nasdaq followed with a written notice on July 10, 2026. The issue relates to Nasdaq Listing Rule 5605. After Sayama ceased serving, SBC’s board consisted of four directors, only two of whom qualified as independent under Nasdaq rules. Nasdaq requires a listed company’s board to have a majority of independent directors. The company’s Audit Committee also fell to two independent directors, below the three-member independent audit committee requirement. Nasdaq granted SBC a cure period until the earlier of its next annual shareholders’ meeting or July 9, 2027; however, if the next annual meeting occurs before January 5, 2027, SBC must show compliance by January 5, 2027. SBC said the deficiency has no immediate effect on its Nasdaq listing, provided it remains otherwise compliant. The company said its board is searching for a fifth independent director and intends, once a suitable candidate is identified, to expand the board to five members and appoint that person to the board as well as to the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee, replacing the committee roles Sayama previously held. At the same July 8 annual meeting, stockholders approved a series of governance changes to SBC’s certificate of incorporation. The amended and restated charter became effective when filed with the Delaware Secretary of State on July 9, 2026. The approved amendments eliminated the charter provision specifying that directors are elected by a plurality of votes cast, removed the provision that directors may be removed only for cause, opted the company out of Section 203 of the Delaware General Corporation Law, added officer exculpation, and made other technical changes. These matters were reported under Items 3.03 and 5.03 because they modify certain stockholder rights and amend the company’s governing documents. The board also adopted amended and restated bylaws effective July 8, 2026. The bylaw changes update quorum requirements, revise advance-notice procedures for stockholder director nominations and business proposals, incorporate universal proxy card rules under Rule 14a-19, require additional nominee and stockholder disclosures, and give the meeting chair authority to determine whether nominations or proposals comply with the bylaws. The bylaws also add a resignation policy for uncontested director elections: a nominee who fails to receive a majority of votes cast must tender a resignation, which will then be reviewed by the Nominating and Corporate Governance Committee or another designated committee for a recommendation to the board. The annual meeting had strong participation. Of 102,576,943 shares of SBC common stock outstanding and entitled to vote as of the May 20, 2026 record date—after deducting 270,000 shares held by a wholly owned subsidiary—93,987,291 shares were represented in person or by proxy, establishing a quorum. Stockholders elected four directors to serve until the 2027 annual meeting: Yoshiyuki Aikawa received 90,426,406 votes for and 1,137,647 withheld; Yuya Yoshida received 90,404,411 votes for and 1,159,642 withheld; Ken Edahiro received 90,415,210 votes for and 1,148,843 withheld; and Fumitoshi Fujiwara received 89,910,053 votes for and 1,654,000 withheld. The director election proposal reported 2,423,238 broker non-votes. Shareholders also ratified MaloneBailey, LLP as SBC’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 93,954,650 votes for, 20,612 against, and 12,029 abstentions. The charter amendments passed by wide margins: the plurality-vote amendment received 90,553,173 votes for, 997,140 against, and 13,740 abstentions; the removal “only for cause” amendment received 90,554,214 for, 996,594 against, and 13,245 abstentions; the Section 203 opt-out received 90,540,413 for, 1,010,340 against, and 13,300 abstentions; the officer exculpation amendment received 90,016,235 for, 1,534,035 against, and 13.