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update the advance notice provisions that apply where a stockholder intends to propose a director nomination or other business at a stockholder meeting, including to address Rule 14a-19 of the Exchange Act (“Rule 14a-19”), by requiring:

o

any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 and to provide reasonable evidence that certain requirements of such rule have been satisfied;

o

the nomination of the proposed director nominee be disregarded if, after a stockholder provides notice pursuant to Rule 14a-19, such stockholder subsequently fails to comply with the requirements of Rule 14a-19, and no other person has provided notice pursuant to, and in compliance with, Rule 14a-19 with respect to such proposed director nominee;

o

that the number of nominees a stockholder may nominate for election at a stockholder meeting may not exceed the number of directors to be elected at such meeting;

o

certain representations with respect to a proposed nominee regarding the absence of certain voting commitments, disclosure of compensation for service and compliance with the Company’s corporate governance and other policies, and intent to serve the entire term; and

o

additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies.

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clarifying the situations in which either nominations of persons for election to the Board or stockholder proposals may be brought at a special meeting of stockholders;

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requiring that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board;

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designating, unless consented to by the Company, the Court of Chancery of the State of Delaware as the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim based on a breach of any fiduciary duty owed by any director, officer, or other employee or stockholder of the Company to the Company or to the stockholders of the Company; (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”), the Company’s charter or the By-laws, or as to which the DGCL confers jurisdiction to the Court of Chancery; or (iv) any action asserting a claim governed by the internal affairs doctrine;

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designating, unless consented to by the Company, the U.S. federal district courts as the sole and exclusive forum for claims under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended; and

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make certain other technical, modernizing and clarifying changes.