Item 5. Other Information
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Item 5. Other Information
On and effective October 24, 2022, the Company’s Board of Directors (the “Board”) adopted amendments to the Company’s Amended and Restated Bylaws (the “Restated Bylaws”) as follows:
a.Specify that meetings of stockholders may be adjourned for technical failures associated with virtual meetings and enhance procedures for reconvening an adjourned meeting;
b.Enhance procedures with respect to stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) at meetings of stockholders;
c.Specify additional types of information and representations that a nominating stockholder or its proposed director nominee must provide to the Company in connection with a director nomination;
d.Clarify the procedures for excluding business (including a director nomination) that is not properly brought before a meeting of stockholders; and
e.Eliminate the requirement that a complete list of the stockholders entitled to vote at a meeting of stockholders be kept available at such meeting, as such action is no longer mandated by Delaware law.
The foregoing summary of the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
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