Other Information
+Added: Trading Arrangements
+Added: During the three-month period ended September 30, 2023, none of the Company's directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K .
+Added: Amended and Restated Bylaws
+Added: On November 6, 2023, in connection with the new SEC rules regarding universal proxy cards and a periodic review of the Company’s bylaws, the Board of Directors adopted and approved amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day.
+Added: Among other things, the Amended and Restated Bylaws:
+Added: ◦ enhance the procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and business proposals made in connection with meetings of shareholders by, among other things:
+Added: • requiring a shareholder delivering a nomination notice to comply in all respects with the requirements of Regulation 14A under the Exchange Act (including, without limitation, the requirements of new Rule 14a-19);
+Added: • expanding the amount of required information shareholders must provide, including implementing a requirement that the shareholder soliciting proxies for directors other than those nominated by the Company must provide a written undertaking to solicit at least 67% of the voting power entitled to vote;
+Added: • requiring the Company to disregard proxies that were solicited if the shareholder fails to comply with certain provisions of Rule 14a-19;
+Added: • requiring that a shareholder soliciting proxies from other shareholders use a color other than white for the proxy card;
+Added: ◦ make various other updates, including technical, ministerial, and conforming changes related to recent amendments to the North Carolina Business Corporation Act, including the addition of provisions related to holding meetings of the Company’s shareholders and Board of Directors by remote communication.
+Added: The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is subject to and qualified in its entirety by the full text of the Amended and Restated Bylaws, copies of which are filed as Exhibits 3.1 (clean) and 3.2 (redlined) hereto and incorporated by reference herein.
+Added: 3.1 Amended and Restated Bylaws, dated November 6, 2023 (clean)
+Added: 3.2 Amended and Restated Bylaws, dated November 6, 2023 (redline)
31(i) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
15 unchanged sentences
Principal Accounting Officer )
−Removed: August 9, 2023
+Added: November 8, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.