14A proxy filed. This is new:
Proposal No. 4:
Approval Of Amendment To Our Restated Certificate Of Incorporation To Limit The Liability Of Certain Officers
The Board has unanimously adopted a resolution to amend our Restated Certificate of Incorporation (“Charter”), subject to stockholder approval, to provide for the elimination or limitation of monetary liability of specified executive officers of the Company for breach of the duty of care. Article VI of our Charter currently provides for the Company to limit the monetary liability of directors in certain circumstances pursuant to and consistent with Section 102(b)(7) of the General Corporation Laws of Delaware (“DCGL”). Effective August 1, 2022, Section 102(b)(7) of the DCGL was amended to permit a corporation’s certificate of incorporation to include a provision eliminating or limiting monetary liability for certain senior corporate officers for breach of the fiduciary duty.
If the stockholders approve this Proposal at the Annual Meeting, the Company will file a Certificate of Amendment of Restated Certificate of Incorporation (the “Amendment”) in the form attached hereto as Appendix A.
Purpose and Possible Effects of the Proposed Amendment
The Board desires to amend its Charter to maintain provisions consistent with the governing statutes contained in the DCGL and believes that amending its Charter to add the authorized liability protection for certain officers, consistent with the protection in the Charter currently afforded its directors, is necessary in order to continue to attract and retain experienced and qualified officers.
The proposed Amendment would allow for the exculpation of certain officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. As is currently the case with directors under our Charter, the Amendments would not limit the liability of officers for: any breach of the duty of loyalty to the corporation or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, and any transaction from which the officer derived an improper personal benefit.
Vote Required
Approval of the Amendment the affirmative vote of the holders of a majority of the voting power of the shares of our outstanding stock entitled to vote on this Proposal, voting together as a single class. Abstentions and broker non-votes will have the same effect as votes “AGAINST” this Proposal.
Recommendation of the Board of Directors
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT.
