During the three months ended September 30, 2026, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
On October 28, 2026, the Board of Directors (the “Board”) of the Company adopted amended and restated bylaws (as amended and restated, the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:
| ● | address the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including applicable notice and solicitation requirements, and provide that the nomination of a nominating person's proposed nominees will be disregarded if such stockholder fails to satisfy the requirements of Rule 14a-19; |
| ● | require a stockholder nominating directors to represent whether it (or a group of which it is a part) intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Board’s nominees; |
| ● | revise the advance notice period for stockholders to nominate directors or bring other business before an annual meeting of stockholders to specify that, if the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary date of the previous year’s annual meeting, notice must be delivered not more than 150 days prior to such annual meeting and not less than the later of the 120th day before the meeting or the tenth day following public announcement of the date of the meeting; |
| ● | update advance notice disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act) to: |
| o | require the notice from stockholders to include certain information from all participants in the solicitation; |
| o | require additional background information and disclosures regarding proposing stockholders, proposed director nominees and business; |
| o | require proposing stockholders to update and supplement their notices so that the information provided remains true and correct as of specified dates prior to the meeting; and |
| o | remove the requirement for the notice from stockholders to disclose information about certain performance-related fees; |
| ● | enhance the procedures and disclosure requirements in connection with stockholders seeking to call a special meeting, including by requiring that a stockholder of record first request that the Board fix a record date for determining the stockholders entitled to demand a special meeting, requiring that holders of at least 10% of the votes entitled to be cast deliver demands within the prescribed period, and requiring that additional background information accompany any such record date request and demand; and |
| ● | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which is reserved for the exclusive use of the Board. |
The Amended and Restated Bylaws also incorporate certain modernizing, clarifying, conforming and additional changes, including provisions addressing the conduct of stockholder meetings, electronic notice and “householding” of stockholder notices, the issuance of uncertificated shares, the ratification of corporate acts, and various updates to conform the Amended and Restated Bylaws to the MGCL.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed with this Report as Exhibit 3.7 and is incorporated herein by reference.
