revise and update the timing and information requirements of the advance notice provisions for director nominations and stockholder proposals;

revise and update the requirements and procedures for stockholders to request a special meeting of stockholders and a record date for action by written consent;

clarify the ability of the Board to postpone a stockholder meeting;

clarify the powers of the chair of a stockholder meeting to regulate the conduct of such meeting;

allow for the Company to appoint a single inspector of election at stockholder meetings;

require results of stockholder actions by written consent to be certified by an appointed inspector or inspectors of consents;

expand the Board’s discretion, in accordance with applicable law, to form committees and delegate powers to them;

require any written notice regarding a director nominee pursuant to the proxy access by-law to include information about such nominee as would be required regarding a director nominee if nominated pursuant to the advance notice provisions;

allow for special meetings of the Board to be called on less than 24 hours’ notice in exigent circumstances;

revise the by-laws regarding director conflicts of interest and Board committees to clarify their terms and align with applicable law; and

make certain other updates, clarifications and ministerial and conforming changes.