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

On November 14, 2022, the Board of Directors (the "Board") of the Company, acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, amended and restated the Company's amended and restated bylaws, effective immediately. The bylaws were amended and restated, among other things, to:

•revise the procedures and requirements for the nomination of directors and the submission of proposals for consideration at meetings of stockholders, including by adding a requirement that a stockholder seeking to nominate director(s) at a meeting of stockholders deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act no later than five business days before the meeting;

•revise certain additional procedures related to stockholder meetings to conform to the provisions of the Delaware General Corporation Law, as recently amended (the "DGCL");

•revise the provision regarding special meetings of the Board;

•update various provisions regarding directors, Board committees and officers; and

•make various updates throughout to conform to current Delaware law (including recent amendments to the DGCL) and to make ministerial changes, clarifications, and other conforming revisions.

The foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits

   Exhibit     Description
     3.1         Amended and Restated Bylaws
     104       Cover Page Interactive Data File (embedded within the Inline XBRL document)


                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses