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Item 5. Other Information. | 6 Months Ended
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Jun. 30, 2023
Notes to Financial Statements |
Issuer Rule 10b5-1, Material Terms [Text Block] | Item 5. Other Information. Rule 10b5-1 Plan Elections. During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Amendments to Bylaws. On July 27, 2023, the Board of Directors of the Company approved and adopted amendments to the Company’s bylaws (as so amended, the “Bylaws”). The amendments address the universal proxy rules adopted by the SEC, by clarifying that, other than as permitted under the Bylaws, no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements. Further, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board. The amendments also revise the advance notice disclosure requirements contained in the Bylaws to require the stockholder proposing business or nominating directors to provide additional representations and information. These amendments include, among others, provisions that (i) prohibit a stockholder from nominating a greater number of director candidates than are to be elected by stockholders at the applicable meeting or substituting or replacing any proposed nominee unless such substitute or replacement is nominated in accordance with the advance notice disclosure requirements contained in the Bylaws and (ii) require, except as otherwise determined by the chair of the meeting, a stockholder giving such notice to appear in person or by proxy at the annual or special meeting to present each director nominee for election or the proposed business, as applicable, or such matter shall not be considered at the meeting. The amendments provide additional detail on the procedures to be followed by stockholders seeking to request that the Company hold a special meeting of stockholders. The amendments also include a new Article XIV that contains exclusive forum provisions for certain litigation. Article XIV provides, in part, that, unless the Company consents in writing to the selection of an alternative forum, any Circuit Court in Maryland, or, if those courts do not have jurisdiction, the United States District Court for the District of Maryland, shall be the sole and exclusive forum for: (a) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation Law, or any successor statute (the “MGCL”), or any successor provision thereof, and any action or proceeding asserting any Internal Corporate Claim, including without limitation: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any claim, or any action or proceeding asserting a claim, based on an alleged breach of any duty owed by any director or officer or other employee of the Company to the Company or to the stockholders of the Company; or (iii) any claim, or any action or proceeding asserting a claim, against the Company or any director or officer or other employee of the Company arising under or pursuant to any provision of the MGCL, the Company’s charter or the Bylaws; or (b) any action or proceeding asserting a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine. The provisions also provide that the federal district courts of the United States shall be the exclusive forum for any action or proceeding asserting claims arising under the Securities Act, as amended, including all causes of action asserted against any defendant to such action or proceeding. The amendments also include certain technical, conforming, modernizing and clarifying changes to the Bylaws. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

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