Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change to Fiscal Year.
On
Advance Notice of Stockholder Business and Director Nominations. Article II, Section 2.15 of the Bylaws was amended to provide that the number of nominees a stockholder may nominate for election at an annual or special meeting of stockholders shall not exceed the number of directors to be elected at such meeting.
Majority Voting in Election of Directors. Article III, Section 3.3 of the Bylaws was amended to adopt a majority voting standard for the election of directors in uncontested elections and to make conforming revisions to Article II, Section 2.7 of the Bylaws. A plurality voting standard will continue to apply in the event of a contested director election.
The majority voting standard adopted by the Board includes a director
resignation policy that requires an incumbent director who stands for election
to the Board but who fails to receive a majority of the votes cast in an
uncontested election of directors to tender his or her resignation to the
Secretary of the Company promptly following certification of the election
results. In such event, the Board, taking into account the recommendation of the
The foregoing summary of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibit No.Description
3.1Amended and Restated Bylaws of
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