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•	Update and enhance notice requirements for stockholder proposals (other than stockholder proposals under Rule 14a-8 under the Securities Exchange Act of 1934) and director nominations, requiring any proposing or nominating stockholder, or if applicable, the nominating stockholder’s nominee(s), to, among other things:

◦	Provide the same information with respect to the nominating stockholder’s nominee(s) as that required to be provided by persons nominated by the Board;

◦	Disclose to the Company derivative holdings and arrangements with any other person in connection with the proposal or nomination;

◦	Make a representation regarding whether such stockholder will deliver a proxy statement to a number of stockholders sufficient to approve the stockholder’s proposal or elect the stockholder’s nominee(s); and

◦	Agree that the stockholder’s nominee(s) will comply with the Company’s policies.

•	Modify the voting standard for contested director elections such that directors are elected by a plurality of the votes cast in the election of directors rather than a plurality that are present, in person or by proxy, at the meeting (no changes were made to the majority voting standard applicable in uncontested elections); and

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In the event that the Chairman of the Board ceases to be independent, provide for an optional Lead Director (similar to the Company’s current independent Chairman of the Board), who is independent and would preside at all meetings of the Board at which the Chairman of the Board is not present, preside over the executive sessions of the independent directors and serve as a liaison between the Chairman of the Board and the Board.

•	Address the issuance and transfer of uncertificated shares;

•	Clarify when notice of stockholder meetings is deemed to be given;

•	Clarify that “abstentions” and “broker non-votes” are not counted as a vote cast either “for” or “against” a nominee in an uncontested election;

•	Clarify the procedures for adjourning stockholder meetings and that a quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum;

•	Address the appointment of an inspector of election for stockholder meetings;

•	Address the authority of certain persons to vote shares of Company stock on behalf of entities and certain other stockholders;

•	Clarify that directors who are full-time employees of the Company will not receive any compensation for their services as a director;

•	Address the organization and operations of the Board and Board committees, including notice of Board meetings;

•	Address transactions with the Company in which directors or officers of the Company have a direct or an indirect interest;

•	Clarify that either the Board or the Chief Executive Officer may remove officers at any time with or without cause and that the Board may remove officers at a meeting or by unanimous written consent;

•	Clarify that the Company cannot vote shares of treasury stock;

•	Address the authority to take certain actions on the Company’s behalf with respect to voting securities owned by the Company; and

•	Clarify that stockholders may amend the Amended and Restated Bylaws by majority vote and need not obtain approval of the total number of authorized directors in order to approve amendments to certain provisions of the Amended and Restated Bylaws.

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