Update the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to address the effectiveness of rules related to the use of “universal” proxy cards adopted by the Securities and Exchange Commission, by:

requiring that a stockholder submitting a nomination provide the Company with reasonable evidence five business days prior to the applicable meeting that it has complied with the requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

requiring the provision of information satisfying the requirements of Rule 14a-19 and additional background information and disclosures regarding proposed or possible nominees;

requiring that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;

requiring that the proposing stockholder (or a qualified representative thereof) appear at the annual meeting of stockholders to present the proposed business or nomination; and

clarifying that special meetings of stockholders requested by stockholders will not be held if made in a manner involving a violation of Regulation 14A under the Exchange Act (including Rule 14a-19, if applicable) or other applicable law;

Reflect updates to requirements about stockholder lists at stockholder meetings consistent with recent amendments to the Delaware General Corporation Law;

Clarify the power of the Board to schedule, postpone, reschedule or cancel annual or special meetings of stockholders;

Adopt gender-neutral language when referring to particular positions, offices or title holders; and

Incorporate technical, ministerial, clarifying and conforming changes, including to align the Amended Bylaws with various provisions of the Delaware General Corporation Law.