Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth in Item 5.03 below is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective on
"(b) Subject to applicable law, any director or the entire Board of Directors may be removed, with or without cause, by affirmative vote of the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors, voting together as a single class."
The previous provision provided that directors could only be removed for cause and by the affirmative vote of holders of 66 2/3% of the voting power of the then-issued and outstanding capital stock of the Company entitled to vote in the election of directors, voting together as a single class. The foregoing description of the Company's amended bylaws, as amended by the amendment of Article III, Section 3.6(b) thereto (the "Amended Bylaws"), is not complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
The Board of Directors of the Company adopted and approved an analogous amendment to the Company's Certificate of Incorporation to be submitted for shareholder approval and adoption at the 2021 Annual Meeting (defined below) described under Item 8.01. The Bylaw Amendment is effective immediately.
Item 8.01. Other Events.
As previously disclosed, the Company postponed its previously scheduled annual
meeting. The Board of Directors of the Company currently intends to hold its
2021 Annual Meeting of Stockholders (the "2021 Annual Meeting") on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
3.1 Bylaws of
2021).
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101)
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