Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
Nasdaq's letter stated that, under Nasdaq rules, the Company has 45 calendar
days to submit a plan to regain compliance with the Annual Meeting Rule. As
disclosed below in Item 8.01 of this report, the Company had already scheduled
its 2020 Annual Meeting to be held on
The Company planned to hold the 2020 Annual Meeting prior to the end of its
Item 8.01 Other Events.
The Company has scheduled its 2020 Annual Meeting, which, due to the public
health concerns regarding the ongoing coronavirus pandemic (COVID-19), will be
held virtually online via live audio-only webcast, on
Proposals by stockholders that are submitted for inclusion in the Company's
proxy statement for the 2020 Annual Meeting must follow the procedures set forth
in Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") and
our Bylaws. In accordance with Rule 14a-5(f) promulgated under the Exchange Act,
proposals to be considered for inclusion in the Company's proxy statement for
the 2020 Annual Meeting pursuant to Rule 14a-8 must be received by the Company
at its principal executive offices on or before
Under the Company's Bylaws, if a stockholder does not submit a proposal for
inclusion in the proxy statement for the 2020 Annual Meeting but does wish to
propose an item of business to be considered at the 2020 Annual Meeting
(including director nominations), that stockholder must deliver notice of the
proposal or proposed director's name at our principal executive offices on or
before
Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934 governs the
Company's use of its discretionary proxy voting authority with respect to a
stockholder proposal that the stockholder has not sought to include in its proxy
statement. Pursuant to such rule, management proxies will be allowed to use
their discretionary voting authority when the proposal is raised at the meeting,
without any discussion of the matter in the proxy statement if a proponent of a
proposal fails to notify us of the proposal on or before
Among other proposals, stockholders will vote upon the election of the Company's Class II directors at the 2020 Annual Meeting. The Company expects to hold a separate 2021 annual meeting during the second half of 2021, at which stockholders will vote upon the election of the Company's Class III directors.
Forward-Looking Statements
This Current Report on Form 8-K contains statements that are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company intends these forward-looking statements to be covered by the safe
harbor provisions for such statements. All statements that do not concern
historical facts are forward-looking statements. The words "believe," "could,"
"possibly," "probably," "anticipate," "estimate," "project," "expect," "may,"
"will," "should," "seek," "intend," "plan," "expect," or "consider" and similar
expressions are intended to identify forward-looking statements but are not the
exclusive means of identifying such statements. Forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
materially from such statements, including, but not limited to the risk that the
Company may not be able to hold the 2020 Annual Meeting on the currently
expected timeframe and risks that the Company may not regain compliance with
NASDAQ continued listing requirements within the applicable grace period, as
well as the other risks set forth in our filings with the
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