~ Amends By-Laws and Corporate Governance Guidelines to Strengthen Stockholder Rights ~
The Company amended its By-Laws to move the advance notice time period for shareholder nominations of directors and the proposal of business closer to the annual meeting date. Under the new requirements, for all annual meetings occurring after the 2022 annual meeting of stockholders (the “2022 Annual Meeting”), the advance notice must be provided no earlier than 120 days and no later than 90 days before the anniversary of the prior year’s annual meeting. In addition, the Company announced that it plans to include a proposal in its proxy statement for the 2022 Annual Meeting to amend the Company’s Articles of Incorporation to permit stockholders that own 15% or more of the Company’s common stock to call a special meeting.
The Company also amended its Corporate Governance Guidelines to refine the Company’s policy on director overboarding. Under the new policy, director candidates should generally not serve on more than four public company boards, other than the Company, or if the candidate serves as the chief executive officer of a public company, the candidate should generally not serve on more than two public company boards, other than the Company. The Company believes these changes to the Corporate Governance Guidelines strike the right balance in being able to attract exceptional director candidates while ensuring that these candidates have the necessary time to devote to the Board.
The Board also approved updates to the charters of the Nominating & Governance and Compensation Committees and adopted charters for the newly-formed
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Vice President, Investor Relations