Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As reported below in Item 5.07, on May 8, 2026 at the Company’s 2026 annual meeting of stockholders (the "Annual Meeting"), the Company's stockholders approved amendments to the Company's Certificate of Incorporation to:
• Amend Article 7(b) to move the advance notice provisions for stockholder nominations to the Company’s Bylaws and amend the advance notice period
• Amend Article 8 to enable adoption of stockholders’ right to call a special meeting of stockholders
• Amend Article 14 to limit the liability of certain officers as permitted by law.
On May 12, 2026, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to implement the foregoing amendments.
In addition, the Company’s Board of Directors approved the amendment and restatement of the Company’s Bylaws, which were subject to and became effective upon stockholder approval of proposals presented at the Annual Meeting to amend our Certificate of Incorporation.
Effective May 8, 2026, Section 1.02 of the Bylaws is amended to give shareholders owning 25% or more of the voting power of the Company’s outstanding shares, who have owned such shares continuously for at least one year, the ability to request that the Company’s Board call a special meeting of shareholders. Section 1.06 of the Bylaws is amended to include the time period and procedural and information requirements for stockholder nominations of directors. In addition, the Bylaws were amended for certain other clarifying, technical and conforming changes.
This summary description of the changes to the Certificate of Incorporation and the Bylaws is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Bylaws, copies of which are filed herewith as Exhibit 3.i and Exhibit 3.ii, respectively, and are incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
A brief description of the proposals and the votes cast on each proposal at the Annual Meeting are set forth below. As of the record date, 202,913,475 shares of Company common stock were outstanding and entitled to vote.
Proposal 1: The election of four director nominees to serve until the Annual Meeting in 2027.
Votes For Votes Against Abstentions Broker Non-Votes
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Gary A. Coombe 175,349,688 1,054,502 233,596 9,986,034
Aine L. Denari 169,419,493 6,852,557 365,736 9,986,034
Christopher A. O’Herlihy 162,154,089 14,249,526 234,171 9,986,034
Charles K. Stevens III 168,232,995 8,231,207 173,584 9,986,034
Proposal 2: A non-binding advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related material disclosed in the Proxy Statement.
Votes For Votes Against Abstentions Broker Non-Votes
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161,067,793 15,006,136 563,857 9,986,034
Proposal 3: The ratification of the selection of PricewaterhouseCoopers LLP to act as independent auditors for the Company for 2026.
Votes For Votes Against Abstentions
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168,081,377 18,421,847 120,596
Proposal 4: Approval of an amendment to the Company’s Certificate of Incorporation to limit liability of certain officers as permitted by law.
Votes For Votes Against Abstentions Broker Non-Votes
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143,839,313 32,481,996 316,477 9,986,034
Proposal 5: Approval of an amendment to the Company’s Certificate of Incorporation to move the advance notice provisions for shareholder nominations to the Company’s Bylaws.
Votes For Votes Against Abstentions Broker Non-Votes
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176,029,918 285,068 322,800 9,986,034
Proposal 6: Approval of an amendment to the Company’s Certificate of Incorporation to enable adoption of shareholders’ right to call a special meeting of shareholders.
Votes For Votes Against Abstentions Broker Non-Votes
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158,560,999 1,747,534 16,329,253 9,986,034
Proposal 7: Consideration of shareholder proposal on shareholder right to call a special meeting.
Votes For Votes Against Abstentions Broker Non-Votes
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75,159,758 100,995,648 482,380 9,986,034