SPAR Group Directors Demand Compliance with Bylaws Following Election Rejection

A group of large SPAR shareholders are demanding that the two directors who were not re-elected at the 2024 Annual Shareholders' Meeting abide by the SPAR Bylaws. The Bylaws state that directors who are not re-elected must resign immediately. Linda Houston and John Bode have not resigned despite not receiving the required majority vote. The shareholders urge the Board to comply with the Bylaws and remove them from the Board retroactively effective to June 12, 2025.

A group of large shareholders in SPAR Group Inc. (NASDAQ: SGRP) has called for the immediate resignation of two directors, Linda Houston and John Bode, who were not re-elected at the 2024 Annual Shareholders' Meeting held on June 12, 2025. According to voting results, Houston received 8,041,083 votes for and 9,714,561 against, while Bode received 8,023,093 votes for and 9,747,031 against [1].

The shareholders, led by Robert G. Brown, are urging the Board to comply with SPAR's Bylaws, which state that directors who fail to be re-elected must submit written irrevocable resignations. Despite the voting outcome, Houston and Bode have not resigned as of July 22, 2025 [1]. The shareholders have advised the Board to ensure that the shareholders' decisions not to re-elect Houston and Bode are honored and respected, consistent with the Bylaws of SPAR and the Board's fiduciary duties to all SPAR shareholders [1].

The SPAR Amended and Restated Bylaws, as amended through January 25, 2022, require directors to tender a written irrevocable letter of resignation before their election or re-election. This letter must be effective immediately upon failing to be re-elected by the required majority vote [1]. The shareholders have requested that the Board implement the immediate removal of Houston and Bode from the Board, retroactively effective to June 12, 2025 [1].

The demand for Houston and Bode's resignation comes amidst significant improvements in reliability reported by CenterPoint Energy, another major entity in the Houston area. CenterPoint Energy's Greater Houston Resiliency Initiative has helped deliver a 45% reduction in customer outage minutes across Houston in the first half of 2025 [2].

References:
[1] https://www.stocktitan.net/news/SGRP/spar-group-inc-sgrp-group-of-large-shareholders-demand-the-directors-hqrpjv94pmj8.html
[2] https://www.morningstar.com/news/pr-newswire/20250723da36566/significant-reliability-improvements-in-2025-centerpoint-energys-greater-houston-resiliency-initiative-helps-deliver-45-reduction-in-customer-outage-minutes-across-houston-in-first-half-of-year