Governance Changes

UNITED RENTALS NORTH AMERICA INC: Amended and restated the Sixth Restated Certificate of Incorporation to permit officer exculpation as allowed under Delaware law, resulting in the Seventh Amended and Restated Certificate of Incorporation (effective 2024-05-09).

“As described under Item 5.07 of this Current Report on Form 8-K, at the annual meeting of stockholders (the “Annual Meeting”) of United Rentals, Inc. (the “Company”) held on May 9, 2024, stockholders approved an amendment and restatement of the Company’s Sixth Restated Certificate of Incorporation (as so amended and restated, the “Seventh Amended and Restated Certificate of Incorporation”) in order to permit the exculpation of officers to the extent permitted under Delaware law.”

BAXTER INTERNATIONAL INC: Amended and restated Certificate of Incorporation to permit officer exculpation under Delaware law (effective 2024-05-07).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year As described under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting, the stockholders of the Company approved an amendment and restatement of the Company’s Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) to permit the exculpation of certain officers of the Company to the extent permitted under Delaware law. On May 7, 2024, the Company filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, with such Amended and Restated Certificate of Incorporation becoming effective immediately upon filing.”

TACTILE SYSTEMS TECHNOLOGY INC: Amendment to Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law (effective 2024-05-08).

“On May 8, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Exculpation Amendment”

PULTEGROUP INC/MI/: Eliminated supermajority (69.3%) voting requirements in Articles X and XI of the Restated Articles of Incorporation, replacing them with majority-of-outstanding-shares vote requirements for business combinations and future amendments (effective 2024-05-06).

“The Amendment provides that: (i) in the case of the applicable portions of Article X, certain business combinations with interested shareholders shall be approved by a majority of the outstanding shares of the Company entitled to vote on the proposed business combination”

PITNEY BOWES INC /DE/: Amended By-Laws to conform to charter amendment on special meetings, update proxy rules, eliminate stockholder list inspection requirement, revise procedural mechanics (effective 2024-05-06).

“the Board approved and adopted additional amendments to the Contingent By-Laws (as so amended and restated, the “Amended By-Laws”), effective immediately.”

PITNEY BOWES INC /DE/: Amendment to Restated Certificate of Incorporation allowing stockholders holding at least 25% of common stock to call a special meeting (effective 2024-05-06).

“The amendment to the Charter became effective upon the filing of a Certificate of Amendment of Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware (the “Secretary of State”) on May 6, 2024.”

DOVER Corp: Amendment to Fifth Restated Certificate of Incorporation to provide for exculpation of corporate officers as permitted by Delaware law, integrated into Sixth Restated Certificate of Incorporation (effective 2024-05-07).

“On May 3, 2024, Dover Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, upon the recommendation of the Company’s Board of Directors, the shareholders of the Company approved a proposal to amend the Company’s Fifth Restated Certificate of Incorporation (the “Certificate Amendment”) to provide for exculpation of corporate officers as permitted by Delaware law. The Certificate Amendment became effective upon the filing of the Company’s Sixth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Secretary of State”) on May 7, 2024.”

Finnovate Acquisition Corp.: Amendment to Articles of Association to extend business combination deadline from May 8, 2024 to November 8, 2024 (effective 2024-05-08).

“a proposal to amend the Company’s amended and restated memorandum and articles of association (the “ Charter Amendment ”) to extend the date by which the Company has to consummate an initial business combination from May 8, 2024 to November 8, 2024”

Aditxt, Inc.: On May 2, 2024, the Company filed Certificates of Designation for Series C-1 and Series D-1 Preferred Stock with the Secretary of State of Delaware, establishing the terms of these new preferred stock series (effective 2024-05-02).

“On May 2, 2024, the Company filed a Certificate of Designation for its Series C-1 Preferred Stock with the Secretary of State of Delaware (the “ Series C-1 Certificate of Designations ”).”

HENNESSY ADVISORS INC: Board adopted Sixth Amended and Restated Bylaws updating advance notice provisions, universal proxy rules, electronic participation, and clerical edits (effective 2024-05-08).

“Effective as of May 8, 2024, the Board of Directors adopted the Sixth Amended and Restated Bylaws of the Company (the “ Bylaws ”). The amendments were made to (1) update and expand the procedural and informational requirements for director nominations and other proposals submitted by shareholders under the Company’s “advance notice” provisions, including updates to reflect the adoption of “universal proxy” rules by the Securities and Exchange Commission as set forth in Rule 14a‐19 under the Securities Exchange Act of 1934, as amended, (2) conform to recent revisions to the California Corporations Code with respect to participating in a Board meeting through electronic communication methods, and (3) make other minor clerical edits.”

SCANSOURCE, INC.: Amended Bylaws to update director nomination procedures per Rule 14a-19, including compliance, failure consequences, and proxy card color requirements (effective 2024-05-01).

“On May 1, 2024, the Company amended its Amended and Restated Bylaws (as amended, the “Bylaws”). The Bylaws were amended to update certain procedural requirements relating to director nominations by shareholders in light of the adoption and effectiveness of Rule 14a-19 promulgated under the Exchange Act.”

Churchill Capital Corp IX/Cayman: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2024-05-01).

“On May 1, 2024, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on May 1, 2024.”

CONSUMERS ENERGY CO: Eliminated supermajority vote requirements from CMS Energy Restated Articles of Incorporation (effective 2024-05-07).

“On May 7, 2024, CMS Energy Corporation (“CMS Energy”) submitted to the Michigan Department of Licensing and Regulatory Affairs a Certificate of Amendment to the CMS Energy Restated Articles of Incorporation. This amendment eliminated supermajority vote requirements and was approved by the shareholders as set forth below.”

ConnectM Technology Solutions, Inc.: Amended charter to extend the combination period up to an additional six months from May 13, 2024 to November 13, 2024 (effective 2024-05-07).

“On May 7, 2024, to effectuate the Extension, the Company filed an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the Secretary of State of the State of Delaware.”

CONX Corp.: Company ceased being a shell company as a result of the Transaction.

“As a result of the Transaction, the Company ceased being a shell company.”

CONX Corp.: Filed a Certificate of Designation setting forth terms of Preferred Stock (effective 2024-05-01).

“On May 1, 2024, the Company filed the Certificate of Designation with the Secretary of State of Nevada setting forth the terms, rights, obligations and preferences of the Preferred Stock.”

Lucid Diagnostics Inc.: Amended and Restated Certificate of Incorporation authorizes up to 20 million shares of preferred stock and designates Series B-1 Preferred Stock.

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under Item 3.02 is incorporated herein by reference. The Amended and Restated Certificate of Incorporation of the Company authorizes the issuance of up to 20,000,000 shares of preferred stock, par value $0.001 per share, and further authorizes the Board of the Company to fix and determine the designation, preferences, conversion rights, or other rights, including voting rights, qualifications, limitations, or restrictions of the preferred stock. The Certificate of Designation designates up to 11,634 of the shares of preferred stock as Series B-1 Preferred Stock.”

AGILITI, INC. \DE: Amended and restated bylaws.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Third Amended and Restated Certificate of Incorporation ”) and the Company’s bylaws, in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “ Fourth Amended and Restated Bylaws ”).”

AGILITI, INC. \DE: Amended and restated certificate of incorporation.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Third Amended and Restated Certificate of Incorporation ”) and the Company’s bylaws, in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “ Fourth Amended and Restated Bylaws ”).”

Knowles Corp: Amendment to Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law (effective 2024-05-03).

“the Company filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation ("Certificate of Amendment") with the Secretary of State of the State of Delaware on May 3, 2024, which became effective upon filing.”

Citi Trends Inc: Filed a Certificate of Elimination to eliminate all provisions of the Certificate of Designation for Series A Junior Participating Preferred Stock, returning those shares to authorized but undesignated preferred stock (effective 2024-05-07).

“On May 7, 2024, the Company filed a Certificate of Elimination (the “ Certificate of Elimination ”) with the Secretary of State of the State of Delaware eliminating all provisions of the Certificate of Designation previously filed by the Company with the Delaware Secretary of State on December 6, 2023 related to the series of preferred stock designated as Series A Junior Participating Preferred Stock (the “ Series A Preferred Stock ”) established pursuant to the Rights Agreement.”

Simpson Manufacturing Co., Inc.: Approved and filed an amendment to the Certificate of Incorporation to adopt officer exculpation provisions limiting liability of officers for monetary damages for breach of fiduciary duty (effective 2024-05-02).

“The Officer Exculpation Amendment amends the Company’s Certificate of Incorporation to provide that no officer of the Company shall be liable to the Company or it stockholders for monetary damages for breach of fiduciary duty as an officer”

BOSTON SCIENTIFIC CORP: Amendment and restatement of By-Laws to provide for advance notice and universal proxy rule updates, including expanded disclosures, revised advance notice period, and compliance requirements for Rule 14a-19, effective May 2, 2024 (effective 2024-05-02).

“The By-Laws, as so amended and restated, became effective May 2, 2024.”

UNITED STATES LIME & MINERALS INC: Increased authorized common stock from 30,000,000 to 45,000,000 shares, preferred unchanged (effective 2024-05-02).

“At the Annual Meeting, the Company’s shareholders approved an amendment to Article SIXTH of the Restated Articles of Incorporation, as amended (the “Restated Articles”), to increase the Company’s number of shares of authorized common stock, par value $0.10 per share (the “Common Stock”), from 30,000,000 shares to 45,000,000 shares of Common Stock”

CHURCH & DWIGHT CO INC /DE/: Amended Certificate of Incorporation to provide limited exculpation to covered officers under Delaware law, effective May 6, 2024 (effective 2024-05-06).

“At the Annual Meeting, the stockholders of the Company approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide limited exculpation to covered officers in order to align with new provisions under Delaware law.”

ADAMS RESOURCES & ENERGY, INC.: Amended bylaws to clarify that the Board may appoint a Vice Chair and outline the Vice Chair's responsibilities, if appointed (effective 2024-05-06).

“On May 6, 2024, the Company’s Board of Directors adopted amendments to its Amended and Restated Bylaws (as amended, the “Bylaws”), effective immediately. The amendments (in Sections 4 and 8 of Article III and Sections 1 and 7 of Article V of the Bylaws) clarify that the Board of Directors may appoint a Vice Chair and outline the responsibilities of the Vice Chair, if appointed.”

Princeton Bancorp, Inc.: Articles of Amendment filed to authorize 2,000,000 shares of preferred stock and empower the board to determine their terms, amending Article Fifth of the articles of incorporation (effective 2024-04-29).

“On May 3, 2024, Princeton Bancorp, Inc. (the “Company”) received confirmation from the Pennsylvania Department of State that as of April 29, 2024, the Company’s Articles of Amendment were filed and effective.”

Telesis Bio Inc.: Effected a 1-for-18 reverse stock split by filing a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (effective 2024-05-09).

“the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the Certificate of Amendment) with the Secretary of State of the State of Delaware on May 2, 2024 to effect a reverse stock split of the Company’s Common Stock, par value $0.0001 per share (the Common Stock) at a ratio of 1-for-18 (the Reverse Stock Split).”

Core Natural Resources, Inc.: Board approved amendments to the Second Amended and Restated Bylaws, effective April 30, 2024, including changes to meeting place, adjournment, director nomination procedures, and universal proxy card requirements (effective 2024-04-30).

“The Board also approved certain amendments to the Second Amended and Restated Bylaws of the Company (the “Existing Bylaws”) which amendments are effective as of April 30, 2024 (as amended, the “Third Amended and Restated Bylaws”).”

Core Natural Resources, Inc.: Filed Second Certificate of Amendment to provide for officer exculpation under DGCL Section 102(b)(7) (effective 2024-05-06).

“On May 6, 2024 the Company filed the Charter Amendment with the Secretary of State of the State of Delaware and the Charter Amendment became effective on that date.”

BOLLINGER INNOVATIONS, INC.: Adopted Certificate of Designation for Series A-1 Junior Participating Preferred Stock (effective 2024-05-01).

“In connection with the adoption of the Rights Agreement, on May 1, 2024, the Board approved a Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Junior Participating Preferred Stock, (the “Certificate of Designation”), setting forth the rights, powers and preferences of the A-1 Preferred Stock and designating 50,000 shares of A-1 Preferred Stock.”

Data Storage Corp: Reduced stockholder meeting quorum requirement to 33 1/3% of outstanding voting shares (effective 2024-05-03).

“On May 3, 2024, the Board of Directors (the “Board”) of Data Storage Corporation (the “Company”) adopted resolutions to amend the Company’s Bylaws to provide that at each meeting of stockholders, except where otherwise provided by law, the presence in person or by proxy of the holders of thirty-three and one-third percent of the outstanding shares of the Company’s voting stock shall constitute a quorum.”

Mueller Water Products, Inc.: Amended and restated bylaws in connection with appointment of CEO and President/COO, including ministerial and conforming changes (effective 2024-05-01).

“Effective as of the Effective Date, the Board amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”).”

Huron Consulting Group Inc.: Stockholders approved an amendment to the Restated Certificate of Incorporation to provide for exculpation of officers (effective 2024-05-03).

“On May 3, 2024 at the Annual Meeting, the stockholders of the Company approved an amendment to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") providing for the exculpation of the Company's officers”

Cytosorbents Corp: Amended and restated bylaws to delete stockholder list examination requirement, update advance notice disclosure requirements, delete requirement for stockholder action at meetings, and add forum selection clause (effective 2024-05-02).

“On May 2, 2024, the Board of Directors (the “Board”) of CytoSorbents Corporation (the “Company”) approved the Second Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective immediately.”

SUMMIT FINANCIAL GROUP, INC.: Bylaws of Burke & Herbert were amended to fix board size at 16 directors, specify director categories, and provide governance arrangements for director nominations and vacancies, effective as of the merger effective time.

“the bylaws of Burke & Herbert were amended to provide for certain governance arrangements for the continuing corporation, effective as of the Effective Time. The Burke & Herbert bylaw amendment fixes the number of directors on the Burke & Herbert Board at 16 directors and provides that eight of these directors will consist of the eight Burke & Herbert directors designated by Burke & Herbert pursuant to the Merger Agreement (the “Burke & Herbert Continuing Directors”) and eight will consist of the Summit Continuing Directors.”

SUMMIT FINANCIAL GROUP, INC.: Burke & Herbert filed an amended certificate of incorporation establishing the Series 2021 Preferred Stock, effective May 3, 2024, immediately prior to the merger effective time (effective 2024-05-03).

“Burke & Herbert filed an amended certificate of incorporation (the “Amended Certificate”) with the Virginia State Corporation Commission (the “VSCC”), establishing the powers, preferences, privileges, and rights of the Burke & Herbert Series 2021 Preferred Stock. The Amended Certificate became effective on May 3, 2024, immediately prior to the Effective Time”

HST Global, Inc.: 1-for-10 reverse stock split of common stock filed with Nevada Secretary of State (effective 2024-05-02).

“pursuant to an amendment filed with the Nevada Secretary of State on May 2, 2024, the Company will undertake a 1 for 10 reverse stock split of the Company’s outstanding common stock upon approval by FINRA.”

HALLIBURTON CO: Eliminated director resignation letter requirement and updated advance notice provisions in By-laws (effective 2024-05-02).

“On May 2, 2024, the Board of Directors of Halliburton Company (“Halliburton”) adopted amendments to Halliburton’s By-laws, effective as of such date.”

Burke & Herbert Financial Services Corp.: Amended Certificate of Incorporation filed to establish powers, preferences, privileges, and rights of the Burke & Herbert Series 2021 Preferred Stock.

“Burke & Herbert filed the Amended Certificate with the VSCC, establishing the powers, preferences, privileges, and rights of the Burke & Herbert Series 2021 Preferred Stock.”

Burke & Herbert Financial Services Corp.: Bylaws amended to fix board size at 16, provide for eight continuing directors from each of Burke & Herbert and Summit, and impose director nomination and vacancy-filling procedures effective at the Effective Time.

“the bylaws of Burke & Herbert were amended to provide for certain governance arrangements for the continuing corporation, effective as of the Effective Time. The Burke & Herbert bylaw amendment fixes the number of directors on the Board at 16 directors and provides that eight of these directors will consist of the Burke & Herbert Continuing Directors and eight will consist of the Summit Continuing Directors. Additionally, the Burke & Herbert bylaw amendment provides that at the first two annual meetings of shareholders following the Effective Time, Burke & Herbert shall nominate each Burke & Herbert Continuing Director and each Summit Continuing Director for reelection to the Board”

Roth CH Acquisition Co.: Company amended and restated its Memorandum and Articles of Association to remove SPAC-specific provisions, including the requirement to redeem and cancel all public shares from trust account (effective 2024-04-29).

“As a result of the approval of these Proposals, the Company’s Memorandum will be restated in the form of the Second Amended and Restated Memorandum and Articles of Association (the “Amended Memorandum”), a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.”

Project Energy Reimagined Acquisition Corp.: Extended the date by which the company must consummate an initial business combination from May 2, 2024 to August 2, 2024 (effective 2024-04-29).

“PERAC’s shareholders approved a proposal to amend PERAC’s amended and restated memorandum and articles of association, as amended (the “Articles”), by way of special resolution, in the form set forth as Annex A to the Proxy Statement (the “Articles Amendments”), to extend the date by which PERAC must consummate an initial business combination from May 2, 2024 (the “Previous Termination Date”) to August 2, 2024”

Guerrilla RF, Inc.: Reduction of authorized shares of common stock from 300,000,000 to 50,000,000, proportional to the 1-for-6 reverse stock split effected in 2023, approved by board and filed with Delaware Secretary of State (effective 2024-05-02).

“On May 2, 2024, the Board approved the Authorized Shares Reduction and the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Authorized Shares Reduction.”

PMV Consumer Acquisition Corp.: Reduction in authorized shares of Class A Common Stock from 25,000,000 to 570,000, Class B Common Stock from 10,000,000 to 230,000, and Preferred Stock from 20,000,000 to 460,000 (effective 2024-04-30).

“On April 30, 2024, PMV Consumer Acquisition Corp., a Delaware company (the “Company”), filed a Certificate of Amendment (the “Amendment”) to the Second Amended and Restated Certificate of Incorporation of the Company (the “Charter”) with the Secretary of State of the State of Delaware to effect a reduction in the total number of shares of all classes of capital stock which the Company has authority to issue.”

BOXABL Inc.: Filed Certificate of Validation to ratify and validate Fifth Amended and Restated Articles of Incorporation (effective 2023-09-01).

“BOXABL INC. (the “Company”) has filed its Certificate of Validation pursuant to Nevada Revised Statutes 78.0296 in connection with the ratification and validation of the Company’s Fifth Amended and Restated Articles of Incorporation, with an effective date of September 1, 2023.”

CNS Pharmaceuticals, Inc.: On May 2, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation to increase authorized shares of common stock from 75,000,000 to 300,000,000, as approved by stockholders at the Annual Meeting on April 30, 2024 (effective 2024-05-02).

“On May 2, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Nevada to increase the number of the Company’s authorized shares of common stock from 75,000,000 shares to 300,000,000 shares.”

Galera Therapeutics, Inc.: Board approved a Certificate of Designation creating Series A Junior Participating Preferred Stock in connection with the adoption of a stockholder rights agreement (effective 2024-05-03).

“In connection with the adoption of the Rights Agreement described in Item 3.03 of this Current Report, the Board approved a Certificate of Designation of Series A Junior Participating Preferred Stock, which designates the rights, preferences and privileges of 200,000 shares of a series of the Company’s preferred stock, par value $0.001 per share, designated as Series A Junior Participating Preferred Stock.”

NuStar Energy L.P.: Amendment to the partnership agreement to allow final distribution on preferred units before redemption, allow assignment of purchase right, and amend record date provisions (effective 2024-05-03).

“On May 3, Amendment No. 2 (the “ LPA Amendment ”) to the Eighth Amended and Restated Agreement of Limited Partnership of NuStar Energy, dated as of July 20, 2018, as amended (the “NuStar LPA”), was executed by its general partner, Riverwalk Logistics, L.P., to, among other things, to (i) allow for a final distribution payment with respect to each series of NuStar Preferred Units prior to the redemption thereof, (ii) allow for, in connection with a redemption of all of the outstanding NuStar Preferred Units, the assignment of the right to purchase the Preferred Units to an affiliate of NuStar and (iii) amend the provisions for setting the record date for distributions on the NuStar Preferred Units.”

Koppers Holdings Inc.: Bylaws amended to add Section 5.10 allowing exculpation of officers from monetary damages under certain conditions, effective May 2, 2024 (effective 2024-05-02).

“As a result of the shareholders' approval of the Officer Exculpation Proposal, effective May 2, 2024, the Bylaws were amended to add Section 5.10, which provides that our officers shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless (i) the officer has breached or failed to perform the duties of an officer under Subchapter C of Chapter 17 of the Pennsylvania Associations Code of 1988, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.”