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Update the procedural and disclosure requirements for stockholders intending to nominate director candidates or propose other business (other than proposals submitted under Rule 14a-8 under the
Securities Exchange Act of 1934) at stockholder meetings, including, without limitation, to:
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clarify that the number of nominees that a stockholder may nominate at a stockholder meeting cannot exceed the number of directors to be elected at such meeting,
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require disclosure of specific information with respect to (i) the record stockholder, (ii) any beneficial owner on whose behalf the proposal or nomination was made, and (iii) their respective
affiliates and associates (each, a “Proponent”),
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require stockholder nominees to submit a D&O questionnaire and a representation and agreement with respect to, among otherings, voting commitments, compensation arrangements, compliance with
the Company’s policies applicable to directors,
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permit the Company to request additional information regarding the independence, background and experience of a stockholder nominee,
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require stockholders proposing business other than nominations to provide the text of the proposed business and to disclose any material interest of any Proponent in such business,
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require that the record stockholder or a qualified representative thereof attend the meeting to propose any nomination or business,
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clarify the times at which the information provided in a stockholder’s notice must be updated and supplemented, and
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clarify the procedures and requirements applicable to stockholder nominations at special meetings of stockholders, and
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Implement other clarifications and technical and conforming revisions. |