Item 9B. OTHER INFORMATION
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Item 9B. OTHER INFORMATION
Effective February 16, 2023, the Company’s Board of Directors approved and adopted an amendment and restatement of the Company’s Bylaws (as so amended and restated, the “Bylaws”).
The Board of Directors approved the Bylaws as part of its periodic review of the Company’s corporate governance documents. The Bylaws include amendments that:
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revise provisions regarding adjournment of stockholder meetings in light of recent amendments to the Delaware General Corporation Law (the “DGCL”);
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update the Company’s bylaws in connection with the new SEC rules relating to universal proxy cards (the “Universal Proxy Rules”), including requiring stockholders providing notice pursuant to Rule 14a-19(b) under the Exchange Act, to certify to the Company that they have complied with certain requirements under the Universal Proxy Rules no later than 7 business days prior to the applicable stockholder meeting;
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refine and clarify the advance notice provisions for stockholder nominations and proposals, including provisions regarding (1) the information to be provided by proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies and (2) the questionnaire, representation and agreement to be completed by proposing stockholders and proposed nominees in connection with a stockholder nomination; and
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require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white.
The Bylaws also implement certain other administrative, technical and conforming changes, including changes to align with the language used in certain provisions of the DGCL and the Universal Proxy Rules.
The foregoing description of the changes implemented by the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws that are attached hereto as Exhibit 3.2 and incorporated by reference herein.
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