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to ratify the appointment of S.R. Snodgrass, A.C., Certified Public Accountants, as the independent auditor for
the Company for the fiscal year ending December 31, 2021;
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to approve the compensation of the Company’s named executive officers as disclosed in the Company’s Definitive
Proxy Statement filed on March 11, 2021;
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to amend Article Tenth of the Company’s Restated Articles of Incorporation to remove the limitation on the annual
increase in the number of directors (the “Board Composition Charter Amendment”);
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to amend Article Fifteenth of the Company’s Restated Articles of Incorporation to provide for the advancement of
expenses in connection with legal action against directors, officers, employees or agents of the Company (the “Expense Advancement Charter Amendment”); and
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To amend Article Sixteenth of the Company’s Restated Articles of Incorporation to revise the voting standard to
approve merger transactions to a majority of votes cast (the “Extraordinary Transaction Approval Charter Amendment” and, together with the Board Composition Charter Amendment and the Expense Advancement Charter Amendment, the “Amendments”).
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