Proxy votes have begun to come in at this point and we’ve got some early results on the reincorporation front. (Some earlier posts on this topic are available here, here, and here.)
Overall Status
I broke down and just created a chart for 2025 attempts to shift to Nevada. I had previously only been tracking attempts to move after SB21 in Delaware.
| 2025 Nevada Domicile Shifts | |||
| Firm | Result | Notes | |
| 1 | Fidelity National Financial | Pass | |
| 2 | MSG Sports | Pass | |
| 3 | MSG Entertainment | Pass | |
| 4 | Jade Biosciences | Pass | Jade merged with Aerovate. |
| 5 | BAIYU Holdings | Pass | Action by Written Consent |
| 6 | Roblox | Pass | |
| 7 | Sphere Entertainment | Pass | |
| 8 | AMC Networks | Pass | |
| 9 | Universal Logistics Holdings, Inc. | Pass | Action by Written Consent |
| 10 | Revelation Biosciences | Fail | 97% of votes cast were for moving. There “were 1,089,301 broker non-votes regarding this proposal” |
| 11 | Eightco Holdings | Fail | Votes were 608,460 in favor and 39,040 against with 763,342 broker non-votes. |
| 12 | DropBox | Pass | Action by Written Consent |
| 13 | Forward Industries | Pending | This is New York to Nevada. |
| 14 | Nuburu | Pending | |
| 15 | Xoma Royalty | Pass | |
| 16 | Tempus AI | Pass | |
| 17 | Affirm | Pending | |
There is also some action going the other way with UPEXI attempting to move to Delaware.
Fidelity National Vote
One thing worth highlighting here is that Fidelity National succeeded on its second attempt to shift to Nevada. Previously in 2024, it secured 1110,277,692 votes in favor with 107,467,828 votes against. With about 27,000,000 broker non-votes, this wasn’t enough for the necessary majority. This year the votes were different with 147,059,505 votes cast in favor of the move and 74,874,567 votes cast against the move.
So what changed? As I covered in an earlier post, Fidelity National’s Nevada charter increased shareholder protections above the Nevada default threshold. This may have shifted some votes and makes it something to watch for future efforts.
Mercado Libre Update
One notable development, Mercado Libre pulled its proposal to shift from Delaware to Texas. I covered the proxy here. On June 9, Mercado Libre withdrew the proposal without explanation. The proxy had given a list of reasons why Mercado Libre wanted to shift its incorporation to Texas. It stated that the decision was the “result of deliberation and consideration, including discussions with management and outside legal counsel.”
So what changed? I’m assuming it’s some new factual development and not something that the earlier analysis and deliberation would have considered, but this is ultimately just speculation.