On March 14, 2023, upon the recommendation of the Nominating and Governance Committee, the Board of Directors (the “Board”) of Maximus, Inc. (the “Company”) approved and adopted Amended and Restated By-laws of the Company (as so amended and restated, the “By-laws”). The By-laws became effective immediately upon approval by the Board.

Article I, Section 8 of the By-laws has been added to permit a shareholder, or a group of up to 20 shareholders, to nominate director candidates (and include such nominee(s) in the Company’s proxy materials) constituting up to the greater of two or 20% of the number of directors in office as of the last day on which the nomination notice can be delivered, provided that (i) such shareholder (or shareholder group) owns 3% or more of the Company’s outstanding common stock continuously for at least three years, and (ii) such shareholder (or shareholder group) and the nominee(s) satisfy certain procedural, eligibility and disclosure requirements set forth in Article I, Section 8 of the By-laws.

The procedural and eligibility requirements set forth in Article I, Section 8 of the By-laws include a requirement that, subject to certain exceptions, a notice of proxy access nomination must be received at the principal executive offices of the Company no later than the 120th day and no earlier than the 150th day prior to the first anniversary of the date of the preceding year’s proxy statement (subject to adjustment if the date of the annual meeting is advanced or delayed by more than 30 days from the anniversary of the preceding year’s annual meeting). Article I, Section 8 of the By-laws also includes requirements that the nominating shareholder (or shareholder group) and the nominee(s) provide certain information, representations and agreements to the Company in order to be eligible for proxy access.

The By-laws amend Article I, Section 6 to reflect procedural updates related to the recently adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as certain technical, conforming and clarifying changes in connection therewith. The By-laws also amend Article I, Section 6 and Section 7 to, among other things, change the “advance notice window” for shareholders to submit director nominations (other than pursuant to the Company’s proxy access by-law) and proposals (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act) to be voted on by shareholders at an annual meeting of shareholders to the period beginning on the 120th day and ending on the 90th day prior to the first anniversary of the preceding year’s annual meeting of shareholders (subject to adjustment if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date) and make other conforming and clarifying changes related to the procedures for shareholder nominations of persons for election to the Board.