Waystar adds two directors and removes 10-person board size cap at annual meeting
On June 4, 2025, Waystar stockholders approved a charter amendment removing the ten-person limit on board size. The board then expanded from ten to twelve directors and appointed Aashima Gupta and Michael Roman, both deemed independent under Nasdaq rules. The changes add two directors and remove the charter cap on future board size, and the stockholders also re-elected three Class I directors.
Key points
- Stockholders approved the Certificate of Amendment on June 4, 2025, removing the ten-person board size limit; it took effect that day.
- Board expanded from ten to twelve directors. Aashima Gupta was appointed Class III director and Michael Roman Class I director.
- Ms. Gupta joined the Audit & Risk Committee; Mr. Roman joined the Audit & Risk and Nominating and Corporate Governance Committees.
- Samuel Blaichman, Priscilla Hung and Vivian Riefberg were re-elected as Class I directors to serve until 2028; the amendment received 125,355,523 votes in favor, 72.5% of shares outstanding at the record date.
The filing
Written by AI on Nov 8, 2026, 1:05 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on June 05, 2025.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.