In addition, Ms. Etzkorn’s Participation Agreement provides that (a) the period during which Ms. Etzkorn will be entitled to receive payment for her monthly COBRA premium is 24 months, and (b) Ms. Etzkorn’s eligibility to participate in the CIC Plan expires on the second anniversary of the date of her Participation Agreement, unless otherwise extended by the Compensation Committee or the Board.
The foregoing summary and the descriptions of the CIC Plan and Ms. Etzkorn’s Participation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the CIC Plan and her Participation Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form8-K and are incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 18, 2018, the Board amended and restated the Company’s Amended and RestatedBy-laws (the“By-laws”) to (a) implement advance notice procedures for the Company’s stockholders to nominate directors at any annual meeting or (solely to the extent permitted under the Company’s certificate of incorporation) any special meeting of the Company’s stockholders, or propose other business at any annual meeting of the Company’s stockholders, after the annual meeting being held in fiscal year 2019, and (b) clarify that notices to directors may be submitted through electronic mail and other forms of electronic transmission.
Under theBy-laws, any stockholder director nomination or proposal of other business intended to be presented for consideration at any annual meeting, but not intended to be considered for inclusion in the Company’s proxy statement and form of proxy relating to such meeting (i.e. not pursuant to Rule14a-8 of the Securities Exchange Act of 1934), must be received by the Company not less than 60 days and not more than 90 days before the anniversary date of the prior annual meeting, unless the annual meeting occurs more than 30 days before or 60 days after the anniversary date of the prior year’s annual meeting, in which case, such nominations or proposals must be received by the Company (x) not earlier than the close of business on the 90th day prior to the date of the annual meeting and (y) not later than the close of business on the later of: (i) the 60th day prior to the date of the annual meeting and (ii) the close of business on the 10th day following the first date of public disclosure of the date of such annual meeting.
TheBy-laws also require that, to the extent that the Company has the authority to call, and actually does call, a special meeting of stockholders for the purpose of electing one or more directors to the Board, that any stockholder director nomination must also be submitted in advance of the meeting pursuant to specific timing requirements.
Any stockholder making such a timely director nomination at an annual meeting or special meeting of the stockholders or proposal at an annual meeting of the stockholders must also submit certain information regarding himself, herself or itself and, as applicable, the director nominee or the proposal being made.
The foregoing summary and the descriptions of theBy-laws do not purport to be complete and are qualified in their entirety by reference to the full text of theBy-laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form8-K and is incorporated herein by reference.
