On October 29, 2019, the Board approved an amendment and restatement of the bylaws of the Company (the “A&R Bylaws”), effective as of October 30, 2019.
In consideration of Ms. Andrietti’s appointment to the Board, the A&R Bylaws increased the exact number of directors on the Board from eight to nine. Furthermore, in response to feedback from our stockholders in connection with stockholder engagements prior to the Company’s 2019 annual meeting of stockholders, the Board approved the A&R Bylaws to eliminate the plurality plus voting standard for the election of directors in an uncontested election in favor of a majority voting standard. Specifically, the A&R Bylaws provide that in an uncontested election, a director shall be elected if the number of votes that are cast “for” his or her election by holders of the Company’s common stock present in person or represented by proxy and entitled to vote on the election of directors exceeds the number of votes cast “against” his or her election by such holders. In an uncontested election, any nominee for director who fails to receive a greater number of votes cast “for” such individual’s election than votes cast “against” such election shall promptly tender his or her resignation to the Board following certification of the stockholder vote. The Nomination and Corporate Governance Committee of the Board (the “N&CG”) promptly will consider the resignation offer and recommend to the Board the action to be taken with respect to such offered resignation. The Board will consider and act on the N&CG’s recommendation. Thereafter, the Board will disclose promptly its decision whether to accept the director’s resignation and the reasons for the decision, if applicable, in a public filing with the Commission within 90 days following the date of the certification of the election results. Any director tendering a resignation under such circumstances will not participate in the decision-making by the N&CG or the Board regarding whether or not to accept the resignation offer. Moreover, certain clean-up, non-substantive changes were made in the A&R Bylaws.