On March 15, 2019, the board of directors of Heska Corporation determined to propose amendments to Heska's restated certificate of incorporation, as amended, and amended and restated bylaws, that would declassify the board of directors so that each director would stand for election annually starting at its 2020 annual meeting of stockholders. The proposed amendments are subject to and contingent on stockholder approval at the 2019 annual meeting of stockholders. In connection with the declassification proposal, Heska's Class III directors, consisting of Mr. Scott W. Humphrey, Ms. Sharon J. Larson, and Ms. Bonnie J. Trowbridge, agreed to submit resignations that would be conditioned upon the approval by Heska's stockholders of the declassification proposal and would become effective immediately prior to the 2020 annual meeting of stockholders.

Under the board's current structure, Class III directors would not be subject to re-election until 2021; however, pursuant to their conditional resignations, these directors have agreed to resign and to stand for re-election at the 2020 annual meeting if the declassification proposal is approved by stockholders. The purpose of these conditional resignations is to facilitate the early transition to a declassified board of directors by shortening the terms of the Class III directors and allowing all nominees to be subject to election to one-year terms beginning in 2020. The conditional resignations of the Class III directors from the board will also serve as their conditional resignations from their respective roles on the board's audit, compensation and corporate governance committees, as applicable.

The conditional resignations of the Class III directors were not due to any disagreement with Heska, the board of directors or the management of Heska.