Extract to table

The 2024 Bylaws replace the prior plurality voting standard with a majority voting standard for uncontested director elections, under which a director nominee must receive a majority of votes cast (i

the number of shares voted "for" a nominee must exceed the number of shares voted "against" that nominee) in order to be elected to the board

The 2024 Bylaws also incorporate a director resignation policy pursuant to which any incumbent director who fails to receive a majority of votes cast in an uncontested election must promptly tender his or her resignation to the board

The Nominating & Corporate Governance Committee is charged with making a recommendation to the full board regarding whether to accept or reject the resignation, and the board is required to act on the resignation within 90 days following the certification of the election results and to publicly disclose its decision and the rationale therefor