Extract to table

the number of "for" votes does not exceed the number of "against" votes) in an uncontested election is required to tender a resignation for Board consideration

Advance Notice Bylaws Advance notice bylaws establish the procedural requirements that stockholders must satisfy in order to bring business before, or nominate director candidates for election at, an annual meeting of stockholders

Under the recommended policy: (a) Any incumbent director who does not receive a majority of votes cast in an uncontested election must promptly tender an irrevocable resignation to the Board, such resignation to become effective only upon acceptance by the Board

If the election is a "contested election" — defined as an election in which the number of director nominees exceeds the number of directorships to be filled as of the date that is the last day on which stockholders may submit nominations under the advance notice provisions — then directors shall be elected by a plurality of votes cast

Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended

Upon adoption of the new Technology & Cybersecurity Committee Charter by the Board, the ad hoc Technology & Innovation Committee shall be dissolved and all of its responsibilities, work streams, and pending matters shall be assumed by the new standing Committee