On May 12, 2022, the Company’s Board of Directors (the “Board”) approved and adopted the Amended and Restated By-Laws (as amended and restated, the “By-Laws”), effective May 12, 2022, which includes, among other things, the following changes:

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updating the electronic and remote meeting provisions under New York law;

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revising the advance notice provision for director nominations to add a questionnaire requirement and allow the Board to request additional information including an interview of any director candidate; and

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adding an exclusive forum provision for matters related to the Securities Act of 1933.

Additionally, as a result of the retirement of Roger L. Fix as a director of the Company effective as of the conclusion of the Company’s Annual Meeting, the amendment to the By-Laws approved by the Board also amends the By-Laws to decrease the number of directors of the Company from ten to nine.