Extract to table

Under Section 213 of the Delaware General Corporation Law (the "DGCL"), the record date for determining stockholders entitled to notice of and to vote at the annual meeting must be set by the Board and may be not more than 60 days nor less than 10 days before the date of the meeting

The Company must include Pinnacle Harbor's nominees on its universal proxy card, and Pinnacle Harbor must include the Company's nominees on its universal proxy card

Both sides must comply with the filing and formatting requirements of the rule

This underscores the importance of the Company's shareholder outreach and messaging efforts — stockholders must be affirmatively persuaded to vote for each of the Company's director nominees individually, rather than simply voting the management card by default

As discussed above, the Company must prepare a universal proxy card listing all bona fide nominees — both the Company's nominees and Pinnacle Harbor's nominees — in compliance with SEC Rule 14a-19

This represents a significant vulnerability for RGC, and our engagement strategy must be designed to address Centurion's anticipated concerns proactively