Extract to table

(the "2024 Bylaws"), substantially in the form presented to the Board at this meeting, reviewed by the Board, and attached hereto as Exhibit A and incorporated herein by reference, are hereby adopted by the Board of Directors, effective immediately as of the date hereof, and that the 2024 Bylaws shall supersede in their entirety the Amended and Restated Bylaws of the Company, as last amended on May 14, 2019 (the "2019 Bylaws"), which 2019 Bylaws shall have no further force or effect from and after the adoption of the 2024 Bylaws

The 2024 Bylaws replace the plurality voting standard previously applicable to all director elections under the 2019 Bylaws with a majority voting standard for uncontested director elections, such that each director nominee in an uncontested election must receive the affirmative vote of a majority of the votes cast (i

the number of votes cast "for" a director nominee must exceed the number of votes cast "against" such nominee) in order to be elected

The 2024 Bylaws include a plurality carve-back for contested elections, such that in any election of directors in which the number of nominees exceeds the number of directors to be elected (a "Contested Election"), directors shall be elected by a plurality of the votes cast

In addition, the 2024 Bylaws include a director resignation policy providing that any incumbent director nominee who fails to receive a majority of the votes cast in an uncontested election shall promptly tender his or her resignation to the Board for consideration

The Nominating & Corporate Governance Committee shall make a recommendation to the Board as to whether to accept or reject such tendered resignation, and the Board shall act on the tendered resignation within ninety (90) days following certification of the stockholder vote and shall publicly disclose its decision and the rationale therefor