Extract to table

Each such charter shall be reviewed by the applicable committee and the Board no less frequently than annually and shall be amended from time to time as the Board deems necessary or advisable

Any such additional committee shall operate pursuant to a written charter adopted by the Board at the time of its establishment

In the event that the Board does not hold a meeting within thirty (30) days following the annual meeting of stockholders, committee members and chairs shall continue to serve in their existing capacities until such time as the Board acts to appoint or reappoint committee members and chairs

Each standing committee shall consist of not fewer than three (3) directors, unless the applicable committee charter specifies a different minimum number of members; provided, however, that no committee charter shall specify a minimum number of members that is less than the minimum required by the DGCL, the NYSE Listed Company Manual, or applicable SEC rules

The Nominating & Corporate Governance Committee shall be responsible for reviewing the qualifications of proposed committee members and shall confirm to the Board that each proposed appointee meets all applicable composition requirements

Such ex officio attendees shall not be counted for purposes of determining whether a quorum of the committee is present and shall not have voting rights with respect to any matter considered by the committee