Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
•address the universal proxy rules adopted by the
•enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder's solicitation of proxies, such as additional information about the ownership of securities and material litigation, relationships and interests in material agreements with or involving the Company;
•provide additional notice and disclosure requirements regarding special meetings and action by written consent, including, without limitation, that stockholders may make a demand to call a special meeting or act by written consent only after first submitting a request that the Board fix a record date for the purpose of determining the stockholders entitled to, as appropriate, demand that the Secretary of the Company call a special meeting or to take such action by written consent; and
•provide that, unless the Company consents in writing to the selection of an
alternative forum, the
The Amended and Restated Bylaws also include certain technical, modernizing and clarifying changes, including related to the use of proxy cards by stockholders.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws attached hereto as Exhibit 3.1 (clean version) and Exhibit 3.2 (marked version), which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 3.1 Amended and Restated Bylaws, as amendedDecember 13, 2022 (clean version) 3.2 Amended and Restated Bylaws (marked version) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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