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Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year. |
On November 2, 2022, the Board of Directors of the Company approved and adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), which became effective as of such date. Among other things, the amendments effected by the Amended and Restated Bylaws:
•Implement certain procedural requirements related to business proposals and director nominations by stockholders in light of the recently adopted Rule 14a-19 under the Exchange Act (the “Universal Proxy Rules”) and reflect certain other administrative changes resulting from the Universal Proxy Rules, including:
◦requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to proposing stockholders;
◦requiring any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act and the Amended and Restated Bylaws and to provide evidence that the stockholder has complied with such requirements;
◦clarifying that any stockholder submitting a nomination or other proposal must comply with applicable Exchange Act requirements and clarifying the Company’s ability to disregard such nomination or proposal in the event such stockholder does not so comply;
◦limiting the number of director candidates a stockholder may nominate to the number of directors to be elected at the applicable annual or special meeting;
◦clarifying the timing for providing, updating and correcting information in connection with stockholders’ proposal of nominees and business; and
◦requiring that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Company.
•Update various provisions to reflect amendments and other matters related to the Delaware General Corporation Law (the “DGCL”), including:
◦revising the conditions under which notice need not be given of any adjourned meeting; and
◦eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders.
The Amended and Restated Bylaws also incorporate certain ministerial, clarifying and conforming changes, including changes to align with the language used in certain provisions of the DGCL.
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 complete text of the Amended and Restated Bylaws, a copy of which is filed with this report as Exhibit 3.1 and incorporated into this report by reference.
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Item 9.01 | | Financial Statements and Exhibits. |
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(d) | | Exhibits |
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| | 3.1 | | |
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| | 99.1 | | |
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| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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