Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
• Clarifying the process by which written stockholder consents can be signed and delivered by electronic means, in accordance with recent changes to the General Corporation Law of theState of Delaware (the "DGCL") (Section 2.13); • Adding provisions for special notice and quorum requirements for Board meetings during an emergency situation of the type described in Section 110(a) of the DGCL, and limiting the liability of directors acting pursuant to such provisions to willful misconduct (Section 3.18); and • Clarifying that the exclusive forum provision does not apply to claims for which the federal courts have exclusive jurisdiction (Section 6.9).
The foregoing description of the Amended and Restated By-Laws is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated By-Laws of the Registrant, effectiveSeptember 30, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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