Certificate of Incorporation/Bylaws – Form 8-K

(State or other jurisdiction

of incorporation)

(Commission

file number)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Add procedural mechanics for stockholders to call a special meeting of stockholders;

Replace the existing procedural mechanics for stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) at stockholder meetings with enhanced procedural mechanics, including to require additional disclosures from nominating or proposing stockholders, proposed nominees and other persons associated with nominating or proposing stockholders and to address matters relating to Rule 14a-19under the Exchange Act, and remove the ability of stockholders to submit notice of director nominations after the applicable deadline in certain circumstances where the number of directors to be elected has been increased;

Modify the manner in which a contested election is determined to exist for purposes of the voting standard for the election of directors;

Provide that the presiding person or the holders of a majority of the voting power of the Company's capital stock present at a stockholder meeting may adjousuch meeting for any reason or no reason;

Clarify the powers of the Board and the Chair of the Board to postpone, reschedule or cancel previously scheduled stockholder meetings;

Clarify the powers of the Board and the presiding person of a stockholder meeting to regulate conduct at such meeting;

Modify the manner in which special meetings of the Board may be called, including providing that special meetings may be called on less than 24 hours' notice if deemed necessary or appropriate;

Provide that the Chair and Vice Chair(s) of the Board are not officer positions;

Expressly contemplate stockholder meetings held solely by means of remote communication;

Modify the provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case to reflect recent amendments to the DGCL; and

Make various other updates, including ministerial and conforming changes.

Exhibits

Exhibit
No.

Description

/s/ Michael J. McCullough