Item 8.01 Other Events.
On January 13, 2023, the Company announced that its 2023 Annual Meeting of
Stockholders ("2023 Annual Meeting") will be held on held on Monday, April 10,
2023 at 10 a.m. Pacific Daylight Time. The 2023 Annual Meeting will be a
completely virtual meeting conducted via webcast. The close of business on
February 22, 2023 shall be the record date for the determination of stockholders
entitled to notice of and to vote during the 2023 Annual Meeting and any
adjournment thereof.
Because the date of the 2023 Annual Meeting is more than 30 days before the
anniversary of the 2022 Annual Meeting of Stockholders, the Company is providing
notice of the due date for the submission of any qualified stockholder proposals
or qualified stockholder director nominations with respect to the 2023 Annual
Meeting.
In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), any stockholder proposal intended to be considered
for inclusion in the Company's proxy materials for the 2023 Annual Meeting must
be delivered to, or mailed to and received at, the Company's executive offices
located at One Sansome Street, 33rd Floor, San Francisco, California 94104,
Attention: General Counsel and Secretary, on or before the close of business on
January 23, 2023, which the Company has determined to be a reasonable time
before it expects to begin to print and distribute its proxy materials for the
2023 Annual Meeting. In addition to complying with this deadline, stockholder
proposals intended to be considered for inclusion in the Company's proxy
materials for the 2023 Annual Meeting must also comply with all applicable SEC
rules, including Rule 14a-8 of the Exchange Act. In addition, to comply with the
universal proxy rules under Rule 14a-19 of the Exchange Act, stockholders who
intend to solicit proxies in support of director nominees other than the
Company's nominees must provide notice that sets forth the information required
by Rule 14a-19 under the Exchange Act no later than January 23, 2023.
Pursuant to the Company's Bylaws, any stockholder seeking to raise a proposal
outside the processes of Exchange Act Rule 14a-8 or make a director nomination
for consideration at the 2023 Annual Meeting must comply with the requirements
of the Bylaws, including delivering such proposals and/or nominations to the
executive offices of the Company located at One Sansome Street, 33rd Floor, San
Francisco, California 94104, Attention: General Counsel and Secretary, by no
later than close of business on January 23, 2023. Any proposal or nomination
received outside of such dates will be considered untimely and will not be
considered at the 2023 Annual Meeting. Any stockholder proposal or director
nomination must also comply with the rules and regulations promulgated by the
SEC and the Bylaws, as applicable.
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