Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Stockholder Right to Request Special Meetings of Stockholders
• Section 2.2 of the By-laws has been amended to provide stockholders with the right to request a special meeting of stockholders. Previously, only the Board of Directors, the Chairman of the Board of Directors or the President of the Corporation could call a special meeting of stockholders. Subject to the procedures and other terms and conditions set forth in the By-laws, a special meeting of stockholders shall be called by the Secretary upon receipt by the Corporation of the valid written request(s) of one or more stockholders of record who "Own" (as defined in Section 2.2, as amended), or are acting on behalf of persons who "Own", shares representing at least 20% of the voting power of the outstanding stock of the Corporation entitled to vote on the relevant matter(s).
Other Clarifying or Conforming Changes
• Section 2.10 was revised to incorporate the right of stockholders provided by Section 2.2, as amended, to request a special meeting of stockholders and bring forward matters in connection therewith (a right in addition to proposing matters to be brought in connection with special meetings of stockholders called by the Board of Directors, the Chairman of the Board of Directors or the President of the Corporation).
The foregoing description of the amended provisions of the By-laws does not
purport to be complete and is qualified in its entirety by reference to the
Amended and Restated By-laws filed as Exhibit 3.1 to this Current Report on Form
8-K, which Exhibit is incorporated herein by reference. A copy of the Previous
By-laws is included as Exhibit 3.1 to the Current Report on Form 8-K filed by
the Corporation on
Item 9.01. Financial Statements and Exhibits.
3.1 Amended and Restated By-laws as ofJanuary 24, 2020 . 101 Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
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