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

provide that meetings of the Company’s stockholders (“stockholders’ meetings”) and meetings of the Board may be held by means of remote communication;

clarify certain eligibility requirements for stockholders calling special stockholders’ meetings;

update provisions for fixing the record date for stockholders’ meetings and for fixing the date of determination for stockholders’ rights for all other lawful actions taken by the Board;

remove the requirement that the Company make available a list of stockholders during each stockholders’ meeting;

clarify that, except as otherwise required by law or the Company’s Certificate of Incorporation, the voting standard required for all matters to be decided by the Company’s stockholders, including the election of directors, is a majority of votes cast;

provide that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which is reserved for the exclusive use by the Board;

update provisions related to the appointment, obligations, and duties of the inspector(s) of election designated for any stockholders’ meeting;

update the eligibility requirements for any stockholder (each, a “Proposing Stockholder”) to bring business before an annual stockholders’ meeting, including the nomination of any person for election to the Board;

update the notice procedures for Proposing Stockholders, including (a) the advance notice timing requirements and (b) the information and documentation required with respect to (i) each Proposing Stockholder, (ii) any business to be brought before the stockholders’ meeting by such Proposing Stockholder, and (iii) any person(s) to be nominated for election to the Board by such Proposing Stockholder;

clarify that all Proposing Stockholders must comply with the Universal Proxy Rule in connection with the nomination of any person for election to the Board or the solicitation of proxies in connection therewith;

update certain matters related to the conduct at and adjournment of stockholders’ meetings, including with respect to notice of adjournment of virtual stockholders’ meetings;

add an exclusive forum provision, which provides that, unless the Company consents in writing to the selection of an alternative forum, a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware) shall be the sole and exclusive forum for certain enumerated claims involving the Company, including any action asserting an “internal corporate claim” (as defined in Section 115 of the DGCL); and

make certain other technical, ministerial, and conforming updates, revisions, and clarifications.

Financial Statements and Exhibits.