APPROVAL OF THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION
Effective on June 30, 2021, the Board determined that it is in the best interests of the Company and its stockholders to amend the Company’s Certificate of Incorporation and Article III of the Company’s Bylaws to permit stockholders to remove any of the Company’s directors or the entire Board, with or without cause, by affirmative vote of the holders of a majority of the shares of capital stock of the Company then entitled to vote at an election of directors, voting together as a single class. The Board is proposing to amend the Certificate of Incorporation to be consistent with the interpretation of Section 141(k) of the Delaware General Corporation Law.
The proposed amendment to the Company’s Certificate of Incorporation is as follows:
amend Article SIXTH, paragraph (4) to provide that directors may be removed in a manner consistent with Section 141(k) of the DGCL.