All SEC Filings

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

updates to align with and conform to changes to the Delaware General Corporation Law (the “DGCL”), including, without limitation, to:

clarify the manner in which a meeting of stockholders (including a virtual meeting) may be adjourned without having to provide additional notice in accordance with Section 222 of the DGCL;

revise the availability of the list of stockholders entitled to vote at a meeting of stockholders in accordance with Section 219 of the DGCL;

align the requirements for waiver of notice to Section 229 of the DGCL;

conform to the updated terminology of Section 212 of the DGCL;

update the list of the authorized officers to sign certificates of stock to the standard under Section 158 of the DGCL; and

remove the provision regarding the consent of stockholders in lieu of a meeting, which reflected the applicable standard set forth in Section 228 of the DGCL;

amendments to the procedural and disclosure requirements for stockholders intending to nominate directors or propose other business (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at annual or special meetings of stockholders pursuant to the advance notice provisions, including, without limitation, to:

clarify that the number of nominees that a stockholder may nominate shall not exceed the number of directors to be elected at the meeting;

require disclosure of additional types of financial transactions involving the Company’s equity securities;

provide that certain informational requirements applicable to stockholders that are entities also apply to the individuals who directly or indirectly control such entities (but not passive investors in such entities);

require a written and signed representation and agreement from each nominee that, among other things, such nominee consents to be named as a nominee in a proxy statement and form of proxy and to serve as a director if elected;

require any stockholder submitting a nomination notice to make a representation and applicable confirmation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Board’s nominees in accordance with Rule 14a-19 of the Exchange Act (i.e., the “universal proxy card” rules) and to provide evidence that the stockholder has complied with such requirements; and

clarify that a failure to provide such disclosure or comply with such requirements will result in a stockholder’s nomination or proposal of other business being disregarded;

an amendment to require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;

revisions to clarify the ability of the presiding officer of a stockholders’ meeting to prescribe rules and regulations for the conduct of a stockholders’ meeting; and

making technical and conforming revisions and clarifications.

Exhibits

 /s/ Jonathan Kuai

General Counsel, Corporate Secretary and Managing

Director – ESG & Business Affairs