Extract to table

The paramount principle governing the Board's conduct during this proxy contest is that every action taken by the Board and by individual directors must be motivated by a good-faith belief that it serves the best interests of the Company and its shareholders as a whole

The Company's Bylaws provide for a majority voting standard in uncontested elections of directors, pursuant to which a nominee must receive more votes cast "for" than "against" to be elected

10 of the Bylaws requires that shareholders wishing to nominate director candidates for election at an annual meeting must provide written notice to the Corporate Secretary within a specified advance notice window

In the seminal formulation of the Delaware Supreme Court, directors must exercise the degree of care that an ordinarily careful and prudent person would use in similar circumstances

• Any director whose continued Board service is contingent on the election outcome: To the extent any incumbent director believes that his or her continued Board service, committee memberships, or other positions of influence are at risk in the proxy contest, that director must ensure that this personal interest does not drive his or her decision-making on Board matters

Expenditures must be reasonable and proportionate to the magnitude and significance of the contest