Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Under the advance notice provisions added to the Bylaws by the Amendment:
•For business to be properly brought by a shareholder before an annual meeting of shareholders, the shareholder must have given timely notice of the business in proper written form to the Secretary of the Company, and the shareholder must be a shareholder of record on the date of the giving of such notice and on the record date for the meeting.
In the case of notice of business proposed to be brought by a shareholder before
the 2022 annual meeting of shareholders, to be timely, the shareholder's notice
must be delivered to or be mailed to and received by the Secretary of the
Company at our principal office not earlier than
To be in proper written form, a shareholder's notice of business proposed to be brought by such shareholder before an annual meeting of shareholders must include (1) a description of the proposed business, the proposed text of any proposal regarding such business and the reasons for conducting such business at such annual meeting; (2) a representation that the shareholder giving the notice intends to appear in person or by proxy at such annual meeting to bring such business before the meeting; and (3) as to the shareholder giving the notice and any beneficial owner on whose behalf the shareholder is acting, specified information regarding, among other things, ownership of, and transactions in derivative securities and other transactions, agreements, arrangements or understandings with respect to, the Company's stock; agreements, arrangements or understandings with other persons in connection with or relating to the Company or such business or proposal; and any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to such business proposed to be brought by or on behalf of such person before such annual meeting.
•For a nomination of persons for election to the Company's board of directors to be made by a shareholder at any annual meeting of shareholders or at any special meeting of shareholders called for the purpose of electing directors, the shareholder must have given timely notice of the nomination in proper written form to the Secretary of the Company, and the shareholder must be a shareholder of record on the date of the giving of such notice and on the record date for the meeting.
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In the case of a nomination of persons for election to the Company's board of
directors to be made by a shareholder at the 2022 annual meeting of
shareholders, to be timely, the shareholder's notice of such nomination must be
delivered to or be mailed to and received by the Secretary of the Company at our
principal office not earlier than
To be in proper written form, a shareholder's notice of a nomination of persons for election to the Company's board of directors to be made by such shareholder at any annual meeting of shareholders or at any special meeting of shareholders called for the purpose of electing directors must be accompanied by a written consent of each proposed nominee to being named in the Company's proxy materials as a nominee and to serving as a director if elected and a written questionnaire completed by each proposed nominee with respect to such nominee's background and qualification and must set forth (1) as to the shareholder giving the notice and any beneficial owner on whose behalf the shareholder is acting, specified information generally comparable to that required as to a notifying shareholder and beneficial owner on whose behalf such shareholder is acting under the advance notice provisions for shareholder-proposed business (other than director nominations) at an annual meeting of shareholders, as described above in the immediatelypreceding bullet point; a description of any material interest in such nomination; and a representation that the shareholder giving the notice intends to appear in person or by proxy at such annual meeting or special meeting to nominate the persons named in such notice; and (2) as to each person whom the shareholder giving the notice proposes to nominate for election as a director, specified information, including, among other things, information regarding such person's name, address and principal occupation or employment; information regarding such person's ownership of, and transactions in derivative securities and other transactions, agreements, arrangements or understandings with respect to, the Company's stock; any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of directors at such annual meeting or special meeting; and such person's written representation and agreement regarding specified matters relating to service on the Company's board of directors, including, among other things, that such person is not and will not become party to any agreement or understanding as to how such person will act or vote on any issue, is not and will not become a party to any agreement or understanding with any person other than the Company with respect to compensation as a director that is not disclosed in such representation and agreement, intends if elected to serve as a director for the term for which he or she is elected and would comply with policies, guidelines and codes of conduct and ethics of the Company.
The Company may also require any nominee or proposed nominee to furnish other information to determine whether such person would be independent and eligible to serve as a director.
•A shareholder giving notice of a nomination or proposed business in connection with a meeting of shareholders must update and supplement the notice, if necessary, not later than five business days after the record date for the applicable meeting, so that the information provided or required to be provided . . .
Item 8.01. Other Events.
Updated Information Regarding 2022 Annual Meeting of Shareholders
We expect that the 2022 annual meeting of shareholders of the Company will occur
on or about
Our bylaws establish an advance notice procedure for director nominations or
other proposals that are not submitted for inclusion in our proxy materials
pursuant to Rule 14a8 under the Exchange Act, but that a shareholder instead
wishes to present directly at an annual meeting of shareholders of the Company.
Under these procedures, for such a proposal or nomination to be presented by a
shareholder at the 2022 annual meeting of shareholders of the Company, the
shareholder must provide us with written notice of such proposal or nomination
not earlier than
For the 2022 annual meeting of shareholders of the Company, a shareholder
proposal submitted outside the processes of Rule 14a8 under the Exchange Act
will be considered untimely for purposes of Rule 14a-4(c) under the Exchange Act
if submitted after
The information in this Item 8.01 updates and supersedes the information about the 2022 annual meeting of shareholders of the Company that appeared under the heading "Shareholder Proposals" on page 35 of our proxy statement for the 2021 annual meeting of shareholders of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amendment to Amended and Restated Bylaws. 3.2 Amended and Restated Bylaws, as amended. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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