On March 14, 2023, the Board of Directors of the Company amended the Company’s By-Laws to implement certain procedural mechanisms related to shareholder nominations of directors under Rule 14a-19 (“Rule 14a-19”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These amendments were effective immediately. The amendments implement the following changes to the By-Laws:
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Require a shareholder soliciting proxies in support of director nominees, other than the Company’s director nominees, to certify their compliance with Rule 14a-19 and, upon request of the Company, to deliver reasonable evidence of such compliance to the Company no later than five business days prior to the date of the applicable meeting of shareholders;
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Provide that, unless otherwise required by law, if a shareholder provides notice under Rule 14a-19 and subsequently: (i) notifies the Company that such shareholder no longer intends to solicit proxies in support of director nominees other than the Company’s director nominees in accordance with Rule 14a-19; (ii) fails to comply with the requirements of Rule 14a-19; or (iii) fails to provide reasonable evidence sufficient to satisfy the Company that the requirements of Rule 14a-19 have been met, then the shareholder’s nominations shall be deemed null and void and the Company shall disregard any proxies or votes solicited for any nominee proposed by such shareholder;
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Reserve white proxy cards for use by the Company’s Board of Directors only; and
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Incorporate other technical, clarifying and conforming changes.
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