Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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At the Special Meeting, the
Company’s stockholders voted and approved, among other things, Proposal No. 4 – Charter Amendment Proposal (“Proposal
No. 4”), Proposal No. 5 – Organizational Documents Proposal A (“Proposal No. 5”), Proposal No. 6 – Organizational
Documents Proposal B (“Proposal No. 6”), Proposal No. 7 – Organizational Documents Proposal C (“Proposal No. 7”),
Proposal No. 8 – Organizational Documents Proposal D (“Proposal No. 8”), Proposal No. 9 – Organizational Documents
Proposal E (“Proposal No. 9”) and Proposal No. 10 – Organizational Documents Proposal F (“Proposal No. 10”),
each of which is described in greater detail in the Proxy Statement/Prospectus.
The Amended and Restated
Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filing with
the Secretary of State of the State of Delaware on August 23, 2021 includes the amendments proposed by Proposal No. 4, Proposal No. 5,
Proposal No. 6, Proposal No. 7, Proposal No. 8, Proposal No. 9 and Proposal No. 10. On August 23, 2021, the Board approved and adopted
the Amended and Restated Bylaws (the “Bylaws”), which became effective as of the Effective Time.
Copies of the Certificate
of Incorporation and the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
The description of the Certificate
of Incorporation and the general effect of the Certificate of Incorporation and the Bylaws upon the rights of holders of the Company’s
capital stock are included in the Proxy Statement/Prospectus under the sections entitled “Description of Securities”
and “Comparison of Corporate Governance and Shareholder Rights” beginning on page 259 and page 179 of the Proxy Statement/Prospectus,
respectively, which are incorporated herein by reference.