08/30/2024 | Press release | Distributed by Public on 08/30/2024 14:14
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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decrease the threshold required to call a special meeting from a majority of the votes casts to 35% of the votes cast;
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clarify that the Board may postpone, reschedule or cancel any annual meeting;
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clarify that the Chair of the Board, the President or the Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously called by any of them;
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expressly provide for stockholder meetings to be held by remote communication;
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clarify that no notice of any meeting need to be given to any stockholder who attends such meeting;
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clarify that the chair of a meeting may adjourn a meeting for any or no reason;
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clarify the powers of the chair of a meeting;
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clarify procedures relating to the use of proxies;
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provide that a stockholder must be a holder of record through the date of the annual meeting;
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enhance the existing procedural mechanics and require additional disclosures and representations in connection with stockholder nominations of directors and submissions of stockholder proposals, including ongoing disclosure obligations;
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require the submission of a directors' questionnaire, which a stockholder must request in writing from the Secretary and which the Secretary shall provide to such stockholder within ten (10) days after receiving such request;
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clarify that the Board has the power to appoint a chair of a committee and to add or withdraw powers previously delegated to a committee;
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provide that Board meetings can be called on less than 24 hours' notice if necessary;
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adopt an exclusive forum provision for certain litigation;
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add a severability provision; and
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make various other updates, including ministerial and conforming changes, and changes in furtherance of gender equality.
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