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•	Ownership threshold: at least 3% of our outstanding shares entitled to vote for the election of all directors;

•	Holding period: continuously for 3 years;

•	Number of nominees: up to 20% of the existing size of the Board (rounded down to the nearest whole number), with a minimum of two director nominees if the Board size is less than 10 directors;

•	Nominating group size: up to 20 shareholders, each of whom meets the requirements of the By-Laws, may group together to reach the 3% ownership threshold;

•	Single shareholder definition: includes (i) funds under common management and investment control; (ii) funds under common management and funded primarily by the same employer; and (iii) a “group of investment companies” as defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended;

•	Treatment of loaned shares: loaned shares will count for ownership, so long as the shareholder has the power to recall them on no more than five business days’ notice; and

•	Holding requirement: the shareholder (or each shareholder in the nominating group) must hold the requisite amount of shares through the annual meeting date.

•	to include additional informational requirements and to clarify the deadlines for submitting nominations or proposing other business for consideration at the Company’s annual meetings of shareholders under the advance notice provisions (Article I, Section 7);

•	to provide the Board with flexibility as to when to hold an annual meeting of the Board for purposes of electing officers (Article II, Section 3);

•	to update the number of directors needed for purposes of calling special meetings of the Board (Article II, Section 5);

•	to include certain requirements related to voting arrangements, compensation arrangements and confidentiality with respect to all directors and, in some cases, director nominees, unless otherwise required by law or provided in the By-Laws (Article II, Section 10); and

•	to reflect certain other technical and clarifying refinements (Article I, Section 2, and Article VII, Section 2).

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