The Board of Directors of the registrant (the “Board”), based in part upon the recommendation of the Governance and Nominating Committee of the Board, in connection with a review of the registrant’s Fourth Amended and Restated Bylaws, as amended (the “Bylaws”), adopted a Second Amendment to the Bylaws (the “Second Amendment”), effective as of March 10, 2023. Among other things, the Second Amendment:
•enhanced the procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions of shareholder proposals (other than shareholder proposals to be included in the Company’s proxy statement for an annual meeting of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) made in connection with an annual or a special meeting of shareholders, including by:
◦requiring additional background information and disclosures regarding proposing shareholders, proposed nominees and business, and other persons related to a shareholder’s solicitation of proxies;
◦addressing matters relating to Rule 14a-19 under the Exchange Act (the “Universal Proxy Rules”), including, among other things, requiring shareholders intending to use the Universal Proxy Rules to notify the Company of any change or inaccuracy to information previously provided within two business days and to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the applicable meeting date; and
◦requiring that proposed nominees be available for interviews with the Board or a committee of the Board; and
•requires that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white.
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