In connection with the Company’s entry into the Support Agreement Amendments, the Company’s Amended and Restated Bylaws (the “Existing Bylaws”) were amended and restated in the manner described in this Item 5.03. The Board adopted the Second Amended and Restated Bylaws (the “Amended Bylaws”) on December 20, 2019, effective as of the Effective Time. In accordance with the Existing Bylaws, the Amended Bylaws were adopted by a vote of a majority of the Whole Board.
The Amended Bylaws added a new Section 3.8 to establish the position of Designated Independent Director. The Amended Bylaws provide that the Designated Independent Director may (i) assist in the development of agendas for meetings of the Board and (ii) call meetings of the Board of Directors. The Designated Independent Director, if any, will be chosen from among the directors by a majority vote of the Whole Board and may not be removed from such role without a majority vote of the Whole Board.
After adopting the Amended Bylaws, the Board appointed Kenneth W. Moore to serve as Designated Independent Director, effective as of the Effective Time. Mr. Moore is an existing member of the Board, and will continue to serve as Chairman of the Nominating and Governance Committee of the Board. The Board, after receiving the recommendation of the Compensation Committee, set the compensation for the Designated Independent Director at $20,000 per year, which is the same compensation as the Chairman of the Board’s Audit Committee.
The Amended Bylaws also modified the process for calling special meetings of stockholders. The Existing Bylaws provided that a special meeting of stockholders could be called by the Board (by a vote of a majority of the directors at a meeting at which a quorum was present), the Chairman of the Board or the holders of a majority of the total voting power of all the shares of the Company entitled to vote generally in the election of directors. Under the Amended Bylaws, a special meeting of stockholders can be called by the Chairman of the Board, the Board (by a vote of a majority of the Whole Board, or half of the Whole Board if the Whole Board is an even number) or the holders of a majority of the total voting power of all the shares of the Company entitled to vote generally in the election of directors.