Extract to table

Under a majority voting standard, a director nominee in an uncontested election must receive more votes "for" his or her election than votes "against" in order to be elected

Under a typical resignation policy, any incumbent director who fails to receive a majority of votes cast in an uncontested election is required to promptly tender his or her resignation for consideration by the Nominating & Corporate Governance Committee (or another committee of independent directors)

The Board is required to act on the committee's recommendation within a specified period (typically 90 days) and to publicly disclose its decision and reasoning

The amended provision should: (i) Define an "uncontested election" as an election in which the number of director nominees does not exceed the number of directors to be elected as of the later of (x) the tenth day preceding the date the Company first mails its notice of meeting to stockholders and (y) the date on which the Company determines the number of nominees; (ii) Provide that in an uncontested election, each director nominee shall be elected by a majority of the votes cast with respect to that nominee (i

The notice must be delivered within a specified window measured from the annual meeting date

(ii) Federal Forum Provision (Securities Act Claims): Unless the corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended