On November 13, 2023, the Board of Directors adopted and approved Amended and Restated By-laws for the Company, that amended the restated the Company's prior Amended and Restated By-Laws. Among other things, the amendments effected by the Amended and Restated By-laws:
•address matters relating to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including (i) providing that a shareholder delivering a notice of director nomination must specify whether such shareholder intends to use the Universal Proxy Rules and must represent to the Company in writing that such shareholder will comply with the Universal Proxy Rules requirements in connection therewith, (ii) providing the Company a remedy if a shareholder fails to satisfy the Universal Proxy Rules requirements, and (iii) requiring shareholders intending to use the Universal Proxy Rules to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the meeting;
•require that a shareholder soliciting proxies from other shareholders must use a proxy card color other than white; and
•revise to permit the Board to establish the term of office for any director for a period less than three years in connection with a director's election or re-election to the Board to accommodate the classification of the Board as contemplated by the Amended and Restated By-laws.
The Amended and Restated By-laws also incorporate other ministerial, clarifying and conforming changes.
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