Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective January 26, 2022, our board of directors (our "Board") amended and
restated our restated bylaws (as so amended and restated, the "Restated Bylaws")
to implement the following changes:
•Proxy Access: permitting a stockholder, or a group of up to 20 stockholders,
owning an aggregate of at least 3% of our outstanding common stock continuously
for at least three years to nominate and include in our proxy materials for an
annual meeting of stockholders director nominees constituting up to the greater
of two individuals or 20% of the number of directors serving on our Board on the
last day on which a notice of such nomination may be submitted, subject to
certain reductions. Stockholder(s) and the nominee(s) must also satisfy certain
requirements.

•Majority Voting Standard in Uncontested Elections: changing the voting standard for uncontested director elections from a plurality voting standard to a majority voting standard, such that a nominee would only be elected if he or she receives more votes "for" than "against" his or her election. A plurality voting standard remains applicable to contested elections. Also on January 26, 2022, we updated our Corporate Governance Guidelines to provide that any incumbent director seeking reelection in an uncontested election must submit an irrevocable offer of resignation that becomes effective upon (i) such director not receiving more votes "for" than "against" and (ii) our Board's acceptance of such resignation.

•Other Changes: updating the procedural and information requirements for stockholders to submit director nominations and stockholder proposals, providing that directors will be elected as set forth in our certificate of incorporation, specifying further the powers of our Board and the chairperson of a stockholder meeting over the conduct of such meeting, specifying director confidentiality obligations, permitting special meetings of our Board to be called on less than 24 hours' notice if the person calling the meeting deems it necessary or appropriate, and allowing our Board to operate with reduced procedural requirements and to take other actions during an emergency, disaster or catastrophe.

The Restated Bylaws also contain conforming, clarifying, and updating changes to supplement the above amendments, as well as certain other routine, technical, and non-substantive updates and revisions. The description above of the amendments does not purport to be complete and is qualified by reference to the Restated Bylaws, which is filed as exhibit 3.1 to this Form 8-K and incorporated in this Item 5.03 by reference.




Item 9.01 Financial Statements and Exhibits.
Exhibit Number       Description
3.1                    Restated Bylaws
104                  Cover page interactive data file, submitted using inline XBRL


                                       1

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses