Amendments to Bylaws Form 8 K

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

Modify the By-laws to align with the Delaware General Corporation Law as a result of recent amendments, including provisions related to meetings held by remote communications, stockholder meeting adjournments, accessing the Company's stockholder list, various procedural mechanics regarding Board and stockholder notice requirements, Board action by consent, and authorizations to sign stock certificates;

Remove a provision related to stockholder special meeting requests to no longer provide that the Board's determination as to whether a stockholder satisfied the requirements for calling a special meeting is "conclusive and binding";

Update procedural and disclosure requirements for stockholder-submitted nominations and/or other business proposals, including, among other things, to:

require that a stockholder's notice include additional informational requirements, including information from individuals who control stockholders that are entities and, in the case of a nomination, a completed and signed nominee questionnaire, and that certain information be updated as of the meeting's record date,

provide the timing to submit additional nominations if the number of directors to be elected at an annual meeting is increased after the original nomination window closes and the Company does not publicly announce the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year's annual meeting, and

require any stockholder submitting a nomination notice to make a representation as to whether such stockholder will solicit proxies (i) in support of its director nominees in accordance with the Securities and Exchange Commission's "universal proxy card" rules, and (ii) in the case of proposal of other business, whether such stockholder intends to solicit proxies from at least the percentage of the Company's shares required to carry the proposal and, in each case, to provide evidence of such solicitation;

Revise certain requirements related to stockholder meetings, including to clarify what constitutes a "contested election";

Remove the requirement that an incumbent director resign following an uncontested election in which the director did not receive support from a majority of votes cast (which provision has been modified and incorporated into the Company's Corporate Governance Policies);

Require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and

Amend certain portions of the indemnification provisions to provide that the Company shall advance the payment of expenses to any person entitled to indemnification under the By-laws, provide that the Company shall only indemnify a director or officer for actions initiated by such director or officer if the Board authorizes or ratifies such proceeding, acknowledge that if a claim under the indemnification and expense advancement provisions of the By-laws is not paid in full by the Company after a certain time period, the indemnified person may bring suit against the Company to recover the unpaid amount, and provide that the Company may, but is no longer required to, grant rights to indemnification and advancement of expenses to any employee or agent of the Company to the same extent that such rights are granted to directors and officers of the Company.