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Address matters relating to SEC Rule 14a-19 (the “Universal Proxy Rules”), including: (i) providing that stockholders delivering a notice of nomination certify to the Company in writing that they have complied with the Universal Proxy Rules requirements, (ii) providing the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rules requirements, (iii) requiring that a stockholder providing notice pursuant to the advance notice provisions of the Amended Bylaws to inform the Company if a stockholder no longer plans to solicit proxies in accordance with the Universal Proxy Rules, and (iv) requiring stockholders intending to use the Universal Proxy Rules to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the meeting;

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Require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and

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Revise the procedural requirements set forth in the “advance notice” provisions of the Amended Bylaws to require notice of matters proposed to be brought before a stockholders’ meeting to be delivered to the Company not less than 120 nor more than 150 days prior to the anniversary date of the prior year’s annual meeting (rather than simply not less than 90 days prior to the date of the prior year’s annual meeting).