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•	Pursuant to Article II, Section 16(a), the standard for uncontested elections of directors was changed to a majority voting standard so that a nominee for director will be elected to the Board if the number of shares voted “for” that director’s election exceeds the number of votes cast “against” that director;

•	Directors will continue to be elected by a plurality of the votes cast if the election is a contested election as defined in the Bylaws;

•	A proposed nominee must deliver an irrevocable letter of resignation as a director, effective upon such person’s failure to receive the required vote for reelection at the next meeting of stockholders at which such person would face reelection;

•	To the extent that an irrevocable resignation has not been previously received by the Board from an incumbent director, in an election that is not a contested election, if any incumbent director nominated for reelection fails to receive a majority of the votes cast in an election, such director will promptly tender his or her resignation to the Board; and

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The Nominating and Corporate Governance Committee (the “NCG Committee”) will make a recommendation to the Board on whether to accept or reject an incumbent director’s resignation, or whether other action should be taken. The Board will act on the resignation, taking into account the NCG Committee’s recommendation, and publicly disclose its decision regarding the resignation and the rationale behind the decision within 90 days following certification of the election results. The NCG Committee in making its recommendation and the Board in making its decision each may consider any factors and other information that they consider appropriate and relevant. If the Board does not accept the resignation, the incumbent director will continue to serve until the next annual meeting and until his or her successor is duly elected, or earlier resignation or removal.

•	Revising Article I, Section 1 to specify who has the authority to call and set the date, time and place for an annual meeting of stockholders and the requisite vote of the Board required to approve a resolution calling an annual meeting and setting the date, time and place thereof;

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Revising the advance notice provisions of Article I, Section 2 to clarify and enhance certain provisions, including requirements regarding the required timing of and process for delivery of a nomination for director at an annual or special meeting of directors, the information which must accompany a nomination, a requirement that a nomination be made by a stockholder of record “present in person”, as defined in the Bylaws (unless the meeting is held by remote communication), to enhance the definition of a “group” for purposes of the Bylaws and to require information about “stockholder associated persons”, as defined, and persons “acting in concert” as defined, to enhance the required information regarding any other business that the stockholder proposes to bring before the meeting, and to require that information be updated;

•	Enhancing Article I, Section 4 regarding the Board’s ability to postpone and reschedule a previously scheduled meeting of stockholders and providing that no separate notice is required if the meeting is postponed by not more than 60 days;

•	Enhancing Article I, Section 8 regarding the procedures regarding the provision of stockholder lists, including providing that such list may be made available electronically in certain circumstances;

•	Adding a new Article I, Section 11 regarding procedural provisions with respect to the conduct of stockholders’ meetings, including the powers of the presiding officer of the meeting and the appointment of a secretary for the meeting;

•	Adding a new Article I, Section 12 relating to electronic transmissions and communications, including permitting participation by directors and stockholders in meetings by means of remote communications; and

•	Revising Article V regarding the indemnification the Company provides to its directors, officers and other agents to, among other things, provide for mandatory advancement of expenses.

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