Governance Changes

HUNT J B TRANSPORT SERVICES INC: Added proxy access provisions to Article II of the Bylaws, permitting stockholders to nominate director candidates under specified conditions (effective 2023-10-19).

“On October 19, 2023, the Board of Directors (the “Board”) of J.B. Hunt Transport Services, Inc. (the “Company”) approved and adopted Amendment No. 3 to the Company’s Second Amended and Restated Bylaws (the “Bylaws”), effective immediately, to include proxy access provisions.”

FEDERAL SIGNAL CORP /DE/: Amended bylaws to update universal proxy rules to comply with SEC Rule 14a-19 (effective 2023-10-24).

“On October 24, 2023 , the Board of Directors (the “Board”) of Federal Signal Corporation (the “Company”) approved the Second Amended and Restated By-Laws of the Company (the “By-Laws”).”

AIB Acquisition Corp: Shareholders approved an amendment to extend the date by which the company must consummate an initial business combination from October 21, 2023 to January 21, 2025 (effective 2023-10-19).

“a proposal to amend the Company’s second 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 October 21, 2023 to January 21, 2025, or such earlier date as determined by the board of directors (the “ Extension Amendment Proposal ”);”

Zeo Energy Corp.: Amended provisions restricting conversion of Class B ordinary shares to Class A ordinary shares prior to a business combination (effective 2023-10-20).

“On October 20, 2023, ESGEN filed the Charter Amendment.”

Zeo Energy Corp.: Extended termination date for business combination from October 22, 2023 to January 22, 2024, and allowed up to six additional one-month extensions upon deposit of funds into trust (effective 2023-10-20).

“On October 20, 2023, ESGEN filed the amendments to the amended and restated memorandum and articles of association of ESGEN with the Registrar of Companies of the Cayman Islands (the “ Charter Amendment ”).”

TortoiseEcofin Acquisition Corp. III: Extended deadline to consummate initial business combination from October 22, 2023 up to six monthly extensions until April 22, 2024 (effective 2023-10-19).

“the Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on October 19, 2023”

Skillz Inc.: Corrected Certificate of Incorporation to incorporate prior amendment fixing maximum board size at nine directors (effective 2023-06-23).

“On October 19, 2023, Skillz, Inc. (the “Company”) filed a Certificate of Correction (the “Certificate of Correction”) to the Fourth Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware (“Secretary of State”).”

Amerant Bancorp Inc.: Added Section 2.15 to establish majority and plurality vote standards for director elections and a director resignation policy in uncontested elections, effective October 18, 2023 (effective 2023-10-18).

“On October 18, 2023, the Board of Directors (the “Board”) of Amerant Bancorp Inc. (the “Company”), acting upon the recommendation of the Board’s Corporate Governance, Nominating and Sustainability Committee, approved an amendment to the Amended and Restated Bylaws of the Company effective as of October 18, 2023 (the “Bylaws”).”

Avangrid, Inc.: Amended and restated Code of Business Conduct and Ethics to establish a Compliance Unit and appoint chief compliance officer (effective 2023-10-18).

“the Board of Directors (the “Board”) of Avangrid, Inc. (the “Corporation”), upon the recommendation of the Governance and Sustainability Committee of the Board (the “Governance and Sustainability Committee”), approved an amended and restated Code of Business Conduct and Ethics, effective October 18, 2023.”

Urgent.ly Inc.: Amended and restated bylaws became effective as of the Effective Time (October 19, 2023) (effective 2023-10-19).

“Additionally, the amended and restated bylaws (the “ A&R Bylaws ”) became effective as of the Effective Time.”

Urgent.ly Inc.: Amended and restated certificate of incorporation became effective upon filing with the Secretary of State of Delaware on October 19, 2023 (effective 2023-10-19).

“In connection with the consummation of the Merger, the amended and restated certificate of incorporation (the “ A&R Certificate of Incorporation ”) became effective upon filing with the Secretary of State of the State of Delaware on October 19, 2023.”

White River Energy Corp.: Amended Series D Convertible Preferred Stock certificate of designation to increase authorized shares from 250 to 1,000 (effective 2023-10-19).

“On October 19, 2023, following approval of the Board of Directors, the Company filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series D Convertible Preferred Stock (the “Series D Certificate of Designation”) with the Nevada Secretary of State to increase the number of authorized shares of Series D from 250 shares to 1,000 shares.”

Biostax Corp.: Amended bylaws to reflect the corporate name change to Biostax Corp (effective 2023-10-05).

“In connection with the Company’s name change, the board of directors amended the Company’s bylaws to reflect the corporate name Biostax Corp., also effective on October 5, 2023.”

Biostax Corp.: Changed corporate name from Immune Therapeutics, Inc. to Biostax Corp (effective 2023-10-05).

“On October 5, 2023, Immune Therapeutics, Inc. d/b/a Biostax Corp (the “Company”) filed a Articles of Amendment to the Articles of Incorporation (“Amendment”) with the Secretary of State of the State of Florda to change its corporate name from Immune Therapeutics, Inc. to Biostax Corp., effective October 5, 2023.”

Bone Biologics Corp: Reduced quorum requirement for stockholder meetings from majority to at least one-third in voting power (effective 2023-10-20).

“On October 20, 2023, the Board of Directors of Bone Biologics Corporation (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (the “Amendment”). The Amendment, which became effective immediately, reduces the quorum requirement at all meetings of the Company’s stockholders from a majority in voting power of the Company’s common stock issued and outstanding and entitled to vote at the meeting to at least one-third in voting power of the Company’s common stock issued and outstanding and entitled to vote at the meeting.”

SEALED AIR CORP/DE: Amended Bylaws to update procedural and information requirements for director nominations, including universal proxy rules compliance (effective 2023-10-19).

“On October 19, 2023, the Board of Directors of Sealed Air Corporation (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective October 19, 2023.”

Vaxart, Inc.: Amended and restated bylaws to conform to recent DGCL amendments, reduce stockholder meeting quorum from majority to at least one-third, update advance notice provisions for nominations and other business, and make other clarifying and procedural changes (effective 2023-10-18).

“On October 18, 2023, the Board of Directors (the “Board”) of Vaxart, Inc. (the “Company”) approved and adopted the Amended and Restated Bylaws of the Company (the “Bylaws”), effective [immediately], to update the bylaws to conform certain provisions to the Delaware General Corporation Law (the “DGCL”) in light of, among other things, recent amendments to the DGCL, to make clarifying changes, and to effect certain other changes regarding internal procedural matters, including the following changes”

Genprex, Inc.: Reduced stockholder meeting quorum from majority to one-third of voting power (effective 2023-10-18).

“The Amendment reduces the quorum at all meetings of the Company’s stockholders for the transaction of business, except as otherwise required by law or by the Company’s Amended and Restated Certificate of Incorporation or Bylaws, to one-third (331⁄3%) of the voting power of the stock outstanding and entitled to vote at the meeting, present in person, present by remote communication, if applicable, or represented by proxy.”

Semler Scientific, Inc.: Amended certificate of incorporation to limit liability of certain officers as permitted by Delaware law (effective 2023-10-19).

“The certificate of amendment of Semler Sci’s amended and restated certificate of incorporation, or the Certificate of Amendment, was filed with the Secretary of State of the State of Delaware on October 19, 2023 and became effective upon filing.”

HEALTHSTREAM INC: On October 23, 2023, the Board of Directors approved the amendment and restatement of the Company's Third Amended and Restated Bylaws, including revisions to shareholder nomination mechanics, disclosure requirements, universal proxy rule compliance, and various other updates (effective 2023-10-23).

“On October 23, 2023, the Board of Directors of HealthStream, Inc. (the “Company”) approved the amendment and restatement of the Company’s Third Amended and Restated Bylaws (as so amended, the “Amended and Restated Bylaws”), effectively concurrently with such adoption.”

PFSWEB INC: Bylaws amended and restated in their entirety at the Effective Time of the Merger.

“at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”

PFSWEB INC: Certificate of incorporation amended and restated in its entirety at the Effective Time of the Merger.

“at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”

COCA COLA CO: Amended and restated by-laws effective October 19, 2023, with updates to shareowner meeting mechanics, notice procedures for shareowner business, director election mechanics, board size default removal, committee operating mechanics, removal of certain officer titles, and other technical revisions (effective 2023-10-19).

“Effective October 19, 2023, the Board of Directors of The Coca-Cola Company (the “Company”) adopted and approved amended and restated by-laws (the “Amended and Restated By-Laws”).”

Compass Digital Acquisition Corp.: Approved Founder Share Amendment to permit conversion of Class B ordinary shares to Class A ordinary shares on a one-for-one basis before business combination closing (effective 2023-10-19).

“Effective upon the approval of the Article Amendment Proposals, on October 11, 2023, the amended and restated articles of association of the Company were amended pursuant to the resolutions set forth as Annex A and Annex B to the definitive proxy statement relating to the Shareholder Meeting filed by the Company with the Securities and Exchange Commission on September 29, 2023.”

Compass Digital Acquisition Corp.: Approved Extension Amendment to extend business combination deadline from October 19, 2023 to July 19, 2024 (effective 2023-10-19).

“Effective upon the approval of the Article Amendment Proposals, on October 11, 2023, the amended and restated articles of association of the Company were amended pursuant to the resolutions set forth as Annex A and Annex B to the definitive proxy statement relating to the Shareholder Meeting filed by the Company with the Securities and Exchange Commission on September 29, 2023.”

Affirm Holdings, Inc.: Amended bylaws to implement majority vote standard in uncontested director elections and adopt resignation policy for directors failing to receive sufficient votes under that standard (effective 2023-10-18).

“On October 18, 2023, the Board approved amendments to the Company’s Amended and Restated Bylaws (the “Amended Bylaws”). The Amended Bylaws implement a majority vote standard in uncontested director elections. At the same time, the Board adopted a resignation policy for incumbent directors who fail to receive sufficient votes under the majority vote standard.”

Polished.com Inc.: Approved amendment to Certificate of Incorporation to effect a 1-for-50 reverse stock split (effective 2023-10-20).

“On October 19, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to effect a reverse stock split (the “Reverse Split”) of the Company’s common stock at an exchange ratio of 1 for 50, which was approved by the Board. The Reverse Split was effective at 12:01 a.m. Eastern Time on October 20, 2023 (the “Effective Time”).”

Gamida Cell Ltd.: Increased authorized share capital from NIS 2,250,000 divided into 225,000,000 ordinary shares to NIS 3,250,000 divided into 325,000,000 ordinary shares (effective 2023-10-19).

“the Company’s shareholders approved an amendment to the Company’s Articles of Association (the “ Articles ”), effective upon approval, to increase the Company’s authorized share capital from NIS 2,250,000, divided into 225,000,000 ordinary shares, to NIS 3,250,000, divided into 325,000,000 ordinary shares.”

NVN Liquidation, Inc.: Adopted amendment to Amended and Restated Bylaws to reflect name change to NVN Liquidation, Inc (effective 2023-10-16).

“effective October 16, 2023, the Company adopted an amendment to its Amended and Restated Bylaws (the “Bylaw Amendment”) to reflect the change of the Company’s name to “NVN Liquidation, Inc.””

NVN Liquidation, Inc.: Amended restated certificate of incorporation to change company name from Novan, Inc. to NVN Liquidation, Inc (effective 2023-10-16).

“On October 16, 2023, the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”) to change its name from “Novan, Inc.” to “NVN Liquidation, Inc.””

META MATERIALS INC.: Reduced stockholder meeting quorum from majority to one-third of outstanding shares entitled to vote (effective 2023-10-16).

“On October 16, 2023, the Board authorized, approved and adopted an amendment to the Company’s Amended and Restated Bylaws to reduce the quorum requirement for meetings of the Company’s stockholders from a majority of the Company’s outstanding shares entitled to vote, represented in person or by proxy to one-third of the Company’s outstanding shares entitled to vote, represented in person or by proxy (the “Bylaw Amendment”). The Bylaw Amendment became effective immediately upon its adoption and amended Section 2.7 of the Company’s Amended and Restated Bylaws.”

Sugarmade, Inc.: Amended certificate of incorporation to effect a 1-for-200 reverse stock split, later corrected to effective October 20, 2023 (effective 2023-10-20).

“Sugarmade, Inc. (the “Company”) filed on October 12, 2023, a Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”). According to the Certificate of Amendment, the Company shall effect a 1-for-200 reverse stock split”

SONOCO PRODUCTS CO: Amended By-Laws to align with universal proxy rules and South Carolina BCA changes, effective upon board approval on October 17, 2023 (effective 2023-10-17).

“On October 17, 2023, the Board of Directors of Sonoco Products Company (the “Company”) approved amendments to the By-Laws of the Company (as amended, the “Amended By-Laws”)”

Mitesco, Inc.: Adopted new Nevada Bylaws as part of re-domestication from Delaware to Nevada (effective 2023-10-13).

“Pursuant to the Plan of Conversion, the Company also adopted new Bylaws (the “ Nevada Bylaws ”).”

Mitesco, Inc.: Re-domesticated from Delaware to Nevada via filing of Nevada Articles of Incorporation and Certificate of Conversion (effective 2023-10-13).

“the Company effected the Redomestication at 12:01 a.m. (PST) on October 13, 2023 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware (the “ Delaware Certificate of Conversion ”); (ii) articles of conversion with the Secretary of State of the State of Nevada (the “ Nevada Articles of Conversion ”); and (iii) articles of incorporation with the Secretary of State of the State of Nevada (the “ Nevada Articles of Incorporation ”).”

TaoWeave, Inc.: Reduced quorum requirement for stockholder meetings from a majority to one-third of outstanding capital stock (effective 2023-10-19).

“The First Amendment modifies Section 2.7 of the By-Laws, which pertains to the quorum requirement for stockholder meetings. The First Amendment reduces the quorum requirement for stockholder meetings from a majority to one-third (1/3) of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, as permitted by Section 216 of the Delaware General Corporation Law and Nasdaq Listing Rule 5620(c).”

US BANCORP DE: Amended and Restated Bylaws effective immediately, including updates for universal proxy rules, refining notice requirements, clarifying board/meeting chair authority, and requiring non-white proxy card color for stockholder solicitation (effective 2023-10-17).

“On October 17, 2023, the Board of Directors (the “Board”) of U.S. Bancorp (the “Company”) approved and adopted the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective immediately.”

1ST SOURCE CORP: Amended bylaws to establish procedures for shareholder director nominations in conformity with SEC Rule 14a-19 (Universal Proxy Rule) and procedures for shareholder proposals for action at meetings (effective 2023-10-19).

“The Board of Directors amended the Company’s bylaws effective October 19, 2023 to establish procedures to be followed by a shareholder seeking to nominate a director for election, in conformity with Securities and Exchange Commission Rule 14a-19 promulgated under the Securities and Exchange Act of 1934, also known as the “Universal Proxy Rule”, and procedures to be followed by a shareholder seeking to propose action for a vote at a meeting of shareholders.”

Invesco Commercial Real Estate Finance Trust, Inc.: Filed Articles Supplementary designating 111 additional shares of preferred stock as 12.5% Series A Cumulative Redeemable Preferred Stock (effective 2023-10-16).

“On October 16, 2023, Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland which classified and designated an additional one hundred eleven (111) authorized but unissued shares (the “Shares”) of preferred stock without designation as to series, $0.01 par value per share, of the Corporation as shares of 12.5% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, of the Corporation (the “Series A Preferred Shares”).”

TLGY ACQUISITION CORP: Shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to modify the monthly extension payment amount from the lesser of $0.04 per share and $200,000 to the lesser of $0.033 per share and $110,000, with unused amounts from a prior extension payment dedu (effective 2023-10-17).

“On October 17, 2023, shareholders of TLGY Acquisition Corporation (the “Company”) held an annual general meeting of shareholders (the “Annual General Meeting”), where the shareholders of the Company approved by special resolution an amendment (the “Charter Amendment”) to the Amended and Restated Memorandum and Articles of Association of the Company (the “Charter”) to modify the monthly amount that its Sponsor or its affiliates or designees must deposit into the Trust Account in order to extend the period of time to consummate a business combination by one month, up to seven times (starting from the first date on which such modified extension payment is made), if requested by the Sponsor and accepted by the Company, from the lesser of $0.04 per outstanding share and $200,000 to the lesser of (x) $0.033 per outstanding share and (y) $110,000.”

Montauk Renewables, Inc.: Board approved amended and restated bylaws reducing advance notice information requirements, amending stockholder proposal provisions, and removing 'acting in concert' from nominating/proposing person definitions (effective 2023-10-18).

“On October 18, 2023, the Board of Directors (the “Board”) of Montauk Renewables, Inc. (the “Company”) approved the Amended and Restated Bylaws, effective as of such date (the “Amended and Restated Bylaws”).”

Datavault AI Inc.: Filed Certificate of Designation for Series B Convertible Preferred Stock establishing powers, preferences, rights and limitations (effective 2023-10-16).

“On October 16, 2023, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware to establish the powers, preferences and rights of the shares of the Series B Preferred Stock and the qualifications, limitations or restrictions thereof.”

Tri Pointe Homes, Inc.: Board adopted Amended and Restated Bylaws effective October 18, 2023, implementing universal proxy card rules and updating provisions for DGCL amendments, emergency bylaws, remote meetings, and technical revisions (effective 2023-10-18).

“On October 18, 2023, the Board of Directors (the “Board”) of Tri Pointe Homes, Inc. (the “Company”) adopted an amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”), effective as of the same day.”

ZW Data Action Technologies Inc.: Amended Articles of Incorporation to increase authorized common stock from 20,000,000 to 50,000,000 shares, effective upon filing with the Nevada Secretary of State (effective 2023-10-18).

“The amendment to the Articles of Incorporation will become effective upon filing with, and acceptance for record by, the Secretary of State of Nevada.”

NCR Atleos Corp: Adopted a Code of Business Conduct and Ethics in connection with the Spin-Off.

“In connection with the Spin-Off, the Company Board adopted a Code of Business Conduct and Ethics (the “Code of Conduct”).”

NCR Atleos Corp: Amended and restated bylaws to revise advance notice window for stockholder nominations and other business at annual meetings.

“The Company’s bylaws were amended and restated (the “Amended and Restated Bylaws”), effective as of the Spin-Off. The Amended and Restated Bylaws revised the advance notice window for nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of Section 7 of the Amended and Restated Bylaws from not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting to not earlier than the 120th day nor later than 5:00 p.m., Eastern Time, on the 90th day prior to the first anniversary of the prior year’s annual meeting.”

Aeries Technology, Inc.: Shareholders approved an amendment to the Articles to extend the business combination deadline from 24 to 30 months after the IPO, including up to five one-month extensions by the Board (effective 2023-10-18).

“At the Meeting, the Company’s shareholders also approved a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to extend the date by which the Company must (1) consummate a merger”

Leo Holdings Corp. II: Amended memorandum and articles to extend business combination deadline from October 12, 2023 to up to October 12, 2024, on a monthly basis, and to remove the redemption limitation on net tangible assets (effective 2023-10-12).

“On October 12, 2023, Leo held the Extension Meeting, to amend Leo’s memorandum and articles of association (the “Articles Amendment”) to (i) extend the date (the “Termination Date”) by which Leo has to consummate a business combination from October 12, 2023 (the “Original Termination Date”) to November 12, 2023 (the “Articles Extension Date”) and to allow Leo, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of Leo’s board of directors if requested by Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership, and upon five days’ advance notice prior to the applicable deadlines, until October 12, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of an initial business combination shall have occurred prior thereto (the “Extension”

Inspirato Inc: Certificate of Amendment filed to effect a 1-for-20 reverse split of common stock and preferred stock, effective October 16, 2023 (effective 2023-10-16).

“On October 16, 2023, the Company filed a certificate of amendment to the Company’s certificate of incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse split (the “Reverse Split”) of the outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), Class B non-voting common stock, par value $0.0001 per share ( “Class B common stock”), Class V common stock, par value $0.0001 per share ( “Class V common stock,” and together with Class A common stock and Class B common stock, “Common Stock”), and preferred stock, par value $0.0001 per share (“Preferred Stock”), effective as of October 16, 2023 (the “Effective Time”).”

Lucid Diagnostics Inc.: Amended and Restated Certificate of Incorporation authorizes up to 20,000,000 shares of preferred stock and designates up to 5,000 shares as Series A-1 Preferred Stock.

“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 5,000 of the shares of preferred stock as Series A-1 Preferred Stock.”