Item 5.03. Amendments to Articles of Incorporation by Bylaws; Change in Fiscal
Year.
On
In contested elections where (i)(A) the Secretary of the Company receives a
notice that a stockholder has nominated a person for election to the Board in
compliance with the advance notice requirements for stockholder nominees for
directors set forth in the Bylaws or otherwise becomes aware that a stockholder
has nominated a person for election to the Board and (B) such nomination has not
been withdrawn by such stockholder on or prior to the third business day next
preceding the date the Company first mails its notice of meeting for such
meeting to the stockholders or (ii) the number of nominees for election to the
Board at such meeting exceeds the number of directors to be elected, the voting
standard for the election of directors will be a plurality of votes represented
in person or by proxy at any such meeting and entitled to vote on the election
of directors. In addition, under the amended Bylaws, if an incumbent director is
nominated in an uncontested election, the director nominee is required, as a
condition of the director's nomination, to submit a conditional and irrevocable
letter of resignation to the Chairman of the Board. If an incumbent director
nominee does not receive a majority of the votes cast, the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 3.1 Bylaws, as amended. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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