Section 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.
Article II (Shareholder meetings) has been updated and replaced by:
• change the requirements and procedures for stockholder-requested special meetings to provide, among other things, that the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast may require that a special meeting be called (formerly stockholders holding in the aggregate not less than ten percent of the outstanding shares of the common stock entitled to vote on such matter at such meeting could call a special meeting); • add sections governing the requirements for a stockholder notice requesting a special meeting of stockholders, the timing of special meetings, the revocation of a request to call a special meeting and the appointment and authority of an inspector of elections to review special meeting requests received from stockholders; • provide that notice of a stockholder meeting may be provided by electronic transmission or by any other means of delivery permitted by
Marylandlaw; • change the voting standard to elect a director so that a plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient (under the Second Amended and Restated Bylaws the voting standard required the vote of a majority of the shares of common stock present at the meeting); • explain that any stockholder nominating individuals for election to the board or proposing other business at a special meeting of stockholders must have been a record holder at the time of giving notice and as of the record date of the special meeting and must also be a record holder at the time of the special meeting; • change the timing generally required for any nomination or other business to be properly brought before an annual meeting by a stockholder, by providing that the stockholder must have given timely notice thereof not earlier than the 150th day nor later than 5:00 p.m., Central Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year's annual meeting (under the Second Amended and Restated Bylaws notice had to be provided not earlier than the 120th day nor later than the 90th day prior to the anniversary of the date of the proxy statement); • change the timing required for any nomination or other business to be properly brought before an annual meeting by a stockholder when the meeting date has been advanced or delayed by more than 30 days from the anniversary date of the prior year's annual meeting, by providing that the stockholder must have given timely notice thereof not earlier than the 150th day nor later than 5:00 p.m., Central Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made (under the Second Amended and Restated Bylaws notice had to be provided not earlier than the 120th day nor later than the later of the 90th day prior to the date of the annual meeting or the tenth day following public announcement); • adding disclosures required to be included in a stockholder's notice of any nomination or other business to be brought before an annual meeting, such as disclosures of certain interests in the Company's securities and certain transactions of the stockholder and persons associated with the stockholder such as specified types of hedging and derivative transactions and the names and addresses of people who contacted or who were contacted by the stockholder; and • explicitly permit the board or the chairman of a stockholder meeting to permit participation by conference telephone or other communications equipment and solely by means of remote communication in any manner permitted by Marylandlaw.
Article III (Directors) has been amended as follows:
• change the required number of directors to be no more than 15 and not less than the minimum number required by the Maryland General Corporation Law (under the Second Amended and Restated Bylaws the required number of directors was not more than 11 nor less than three); and • provide that the board may at its option, but need not, designate a chairman of the board.
Article VII (Indemnification and Insurance) has been amended as follows:
• remove the reference to "Indemnification" in the heading of Article VII and delete the provisions that governed the ability of the Company to indemnify its directors, officers employees and agents under the Second Amended and Restated Bylaws.
Article IX (
• designate the
Circuit Court for Baltimore City, Maryland (or if such court lacks jurisdiction, the United States District Court for the District of Maryland, Northern Division) as the sole and exclusive forum for certain legal actions, unless the Company consents in writing to the selection of an alternative forum.
The above description of certain provisions of the Third Amended and Restated Articles does not purport to be complete, does not address each section that has been amended, and is qualified in its entirety by reference to the full text of the Third Amended and Restated Articles filed as Exhibit 3.1 of this Form 8-K, which is incorporated herein by reference.
Item 9.01 Financial statements and supporting documents.
Exhibit No. Description 3.1 Third Amended and Restated Bylaws of the Company, effective
April 25, 2022104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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