Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 18, 2020, the Board the Corporation amended and restated its Bylaws. The amendments include the following: (i) a change to make the date of the annual shareholders' meeting more general rather than specifying a particular month; (ii) addition of the offices of Chief Executive Officer and Chief Financial Officer; (iii) certain provisions for the giving of electronic notice; (iv) an advance notice provision for shareholder nominations and proposals; (v) clarifications with respect to the voting of shares by certain shareholders (corporations, limited liability companies, joint ventures, trusts or other entities); (vi) clarification that a directors meeting may adjourned if less than a majority of directors is present; (vii) clarification with respect to the number of directors required to adopt resolutions, (viii) a provision requiring that the removal of director may only be accomplished by special shareholders' or directors' meeting convened for such purpose; (ix) the addition of a provision for telephonic meetings; (x) specification with respect to those individuals who may chair shareholders and directors' meetings; (xi) a reliance provision - specifying that directors may rely on certain information provided to them in the performance of their duties; (xii) the addition of a ratification provision; (xiii) the addition of a provision for emergency meetings; (xiv) clarification with respect to the use of the corporate seal; (xv) the addition of an advancement of expenses provision to the directors' and officers' indemnification; (xvi) the addition of provision requiring a supermajority vote for the repeal of the advance notice provision; and (xvii) an exclusive forum provision.

Item 5.07 - Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on June 18, 2020 ("Annual Meeting"). Set forth below is information regarding the results of the matters voted on by stockholders at the Annual Meeting:

(i) Election of three Class 3 Directors to serve to serve until the Company's annual meeting of stockholders in 2023 and thereafter until their respective successors are elected and qualified:

Director Nominee Votes For Votes Withheld Broker Non-Votes David Fischer 26,881,645 124,209 2,607,552 Perry Premdas 24,508,975 2,496,879 2,607,552 Dr. John Televantos 24,287,257 2,718,597 2,607,552

(ii) Ratification of the appointment of RSM LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020: 29,237,489 shares in favor; 363,683 shares against; 12,234 shares abstaining.

(iii) Advisory vote to approve the Company's executive compensation: 26,165,157 shares in favor; 793,661 shares against; 47,036 shares abstaining; and 2,607,552 broker non-votes.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits





  3.2   Amended and Restated By-laws - Effective June 18, 2020.

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