Governance Changes

MACQUARIE/FIRST TRUST GLOBAL INFRASTR/UTIL DIV & INC FUND: The Board rescinded the Control Share By-Law (Article XII) and adopted Amended and Restated By-Laws with conforming amendments, effective immediately (effective 2023-06-22).

“On June 22, 2023, the Board of Trustees of Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund amended and restated its existing Amended and Restated By-Laws (and as so amended and restated, the "By-Laws"), effective immediately. The By-Laws were revised to rescind Article XII and its accompanying control share provisions, along with other conforming amendments.”

Fortinet, Inc.: Restated Bylaws became effective to remove the supermajority voting requirement (effective 2023-06-21).

“The Board previously also approved amended and restated bylaws (the “Restated Bylaws”), which became effective upon the effectiveness of the Majority Voting Amendment. The Restated Bylaws remove the supermajority voting requirement in Fortinet’s current amended and restated bylaws.”

Fortinet, Inc.: Stockholders approved an amendment to permit exculpation of officers from personal liability for certain breaches of the duty of care (Officer Exculpation Amendment) (effective 2023-06-21).

“the adoption of an amendment to the Current Certificate to permit the exculpation of officers by Fortinet from personal liability for certain breaches of the duty of care (the “Officer Exculpation Amendment")”

Fortinet, Inc.: Stockholders approved an amendment to remove the supermajority voting requirement from the certificate of incorporation (Majority Voting Amendment) (effective 2023-06-21).

“Fortinet’s stockholders approved (i) the adoption of an amendment to Fortinet’s amended and restated certificate of incorporation (the “Current Certificate”) to remove the supermajority voting requirement (the “Majority Voting Amendment")”

EBAY INC: Amendment to certificate of incorporation to authorize officer exculpation in accordance with updated Delaware law (effective 2023-06-22).

“As further described in Item 5.07 of this Report, on June 21, 2023, the Company’s stockholders approved an amendment (the “Officer Exculpation Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to reflect updated Delaware law provisions authorizing officer exculpation. The Officer Exculpation Amendment became effective upon the filing of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Delaware Secretary of State on June 22, 2023.”

WD 40 CO: Amended and restated bylaws to reflect recent DGCL amendments, update stockholder meeting procedures, enhance proxy and nomination disclosure requirements, and align with Universal Proxy Rules (effective 2023-06-19).

“On June 19, 2023, in connection with the adoption of Rule 14a-19 (“Universal Proxy Rules”) under the Exchange Act by the Securities and Exchange Commission, certain recent changes to Delaware General Corporation Law (“DGCL”), and a periodic review of the Company’s bylaws, the Board approved the Company’s Amended and Restated Bylaws (“A&R Bylaws”), effective immediately.”

ENERGY FOCUS, INC/DE: Amended certificate of incorporation to effect a 1-for-7 reverse stock split (effective 2023-06-16).

“The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on June 15, 2023, and the Reverse Stock Split became effective at 5:00 pm Eastern time on June 16, 2023”

Steel Connect, Inc.: Filed Certificates of Amendment to effect a 1-for-3,500 reverse stock split followed by a 375-for-1 forward stock split (effective 2023-06-21).

“On June 21, 2023, Steel Connect, Inc., a Delaware corporation (the “Company”), filed a certificate of amendment to the Company’s restated certificate of incorporation (the “Charter”) with the Secretary of State of the State of Delaware (the “First Certificate of Amendment”) to effect a 1-for-3,500 reverse stock split”

BranchOut Food Inc.: Reverse stock split effected by Certificate of Change, proportionally reducing authorized shares of common and preferred stock (effective 2023-06-16).

“the reverse stock split was effected by the company filing a certificate of change (the “certificate”) pursuant to nevada revised statutes (“nrs”) section 78.209 with the secretary of state of the state of nevada on june 16, 2023. under nevada law, no amendment to the company’s articles of incorporation was required in connection with the reverse stock split.”

Blue Owl Technology Finance Corp. II: Amended and Restated Bylaws to delete reference to old name and insert new corporate name, effective July 6, 2023 (effective 2023-07-06).

“On June 22, 2023, the Board approved Amended and Restated Bylaws (the “Amended and Restated Bylaws”), to be effective as of July 6, 2023. The Amended and Restated Bylaws delete any reference to “Owl Rock Technology Finance Corp. II” and insert “Blue Owl Technology Finance Corp. II” in lieu thereof.”

Blue Owl Technology Finance Corp. II: Articles of Amendment to change corporate name from 'Owl Rock Technology Finance Corp. II' to 'Blue Owl Technology Finance Corp. II' (effective 2023-07-06).

“On June 22, 2023, the board of directors (the “Board”) of the Company adopted Articles of Amendment for the purpose of amending the Company’s current Articles of Amendment and Restatement in order to change its corporate name to “Blue Owl Technology Finance Corp. II” from “Owl Rock Technology Finance Corp. II.””

Blue Owl Technology Income Corp.: Adopted Second Amended and Restated Bylaws to replace all references from old name to new name, effective July 6, 2023 (effective 2023-07-06).

“In addition, on June 22, 2023, the Board approved Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”), to be effective as of July 6, 2023. The Second Amended and Restated Bylaws delete any reference to “Owl Rock Technology Income Corp.” and insert “Blue Owl Technology Income Corp.” in lieu thereof.”

Blue Owl Technology Income Corp.: Changed corporate name from Owl Rock Technology Income Corp. to Blue Owl Technology Income Corp. via Articles of Amendment (effective 2023-07-06).

“On June 22, 2023, the board of directors (the “Board”) of the Company adopted Articles of Amendment for the purpose of amending the Company’s current Articles of Amendment and Restatement in order to change its corporate name to “Blue Owl Technology Income Corp.” from “Owl Rock Technology Income Corp.””

Corner Growth Acquisition Corp.: Amended Articles to extend business combination deadline to March 20, 2024, eliminate the $5,000,001 net tangible assets redemption limitation, and allow earlier conversion of Class B Ordinary Shares at holder's option (effective 2023-06-21).

“to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001; and (iii) provide that the Class B Ordinary Shares may be converted either at the time of the consummation of the Company’s initial business combination or at any earlier date at the option of the holders of the Class B Ordinary Shares.”

Blue Owl Credit Income Corp.: Adopted Second Amended and Restated Bylaws to replace all references to Owl Rock Core Income Corp. with Blue Owl Credit Income Corp (effective 2023-07-06).

“on June 22, 2023, the Board approved Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”), to be effective as of July 6, 2023.”

Blue Owl Credit Income Corp.: Amended articles of incorporation to change corporate name from Owl Rock Core Income Corp. to Blue Owl Credit Income Corp (effective 2023-07-06).

“On June 22, 2023, the board of directors (the “Board”) of the Company adopted Articles of Amendment for the purpose of amending the Company’s current Articles of Amendment and Restatement in order to change its corporate name to “Blue Owl Credit Income Corp.” from “Owl Rock Core Income Corp.””

Blue Owl Capital Corp III: Amended and restated bylaws to delete references to Owl Rock Capital Corporation III and insert Blue Owl Capital Corporation III (effective 2023-07-06).

“In addition, on June 22, 2023, the Board approved Amended and Restated Bylaws (the “Amended and Restated Bylaws”), to be effective as of July 6, 2023.”

Blue Owl Capital Corp III: Amended charter to change corporate name from Owl Rock Capital Corporation III to Blue Owl Capital Corporation III (effective 2023-07-06).

“On June 22, 2023, the board of directors (the “Board”) of the Company adopted Articles of Amendment for the purpose of amending the Company’s current Articles of Amendment and Restatement in order to change its corporate name to “Blue Owl Capital Corporation III” from “Owl Rock Capital Corporation III."”

Shapeways Holdings, Inc.: Effected a 1-for-8 reverse stock split through a Certificate of Amendment to the Certificate of Incorporation (effective 2023-06-22).

“On June 22, 2023, Shapeways Holdings, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Company's Certificate of Incorporation to effect a 1-for-8 (the “Final Ratio”) reverse stock split (the “Reverse Stock Split”) of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), which became effective as of 4:01 p.m. Eastern Time on June 22, 2023 (the “Effective Date”).”

Blue Owl Technology Finance Corp.: Adopted Amended and Restated Bylaws to replace references to Owl Rock Technology Finance Corp. with Blue Owl Technology Finance Corp (effective 2023-07-06).

“the Board approved Amended and Restated Bylaws (the “Amended and Restated Bylaws”), to be effective as of July 6, 2023. The Amended and Restated Bylaws delete any reference to “Owl Rock Technology Finance Corp.” and insert “Blue Owl Technology Finance Corp.” in lieu thereof.”

Blue Owl Technology Finance Corp.: Changed company name to Blue Owl Technology Finance Corp. from Owl Rock Technology Finance Corp. via Articles of Amendment (effective 2023-07-06).

“the board of directors (the “Board”) of the Company adopted Articles of Amendment for the purpose of amending the Company’s current Articles of Amendment and Restatement in order to change its corporate name to “Blue Owl Technology Finance Corp.” from “Owl Rock Technology Finance Corp.””

Blue Owl Capital Corp II: Second Amended and Restated Bylaws adopted to replace all references to 'Owl Rock Capital Corporation II' with 'Blue Owl Capital Corporation II' (effective 2023-07-06).

“the Board approved Second Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”), to be effective as of July 6, 2023.”

Blue Owl Capital Corp II: Company changed its corporate name to 'Blue Owl Capital Corporation II' (effective 2023-07-06).

“On June 22, 2023, the board of directors (the “Board”) of the Company adopted Articles of Amendment for the purpose of amending the Company’s current Articles of Amendment and Restatement in order to change its corporate name to “Blue Owl Capital Corporation II” from “Owl Rock Capital Corporation II.””

Blue Owl Capital Corp: Amended and restated bylaws to replace all references from Owl Rock Capital Corporation to Blue Owl Capital Corporation (effective 2023-07-06).

“In addition, on June 22, 2023, the Board approved Amended and Restated Bylaws (the “Amended and Restated Bylaws”), to be effective as of July 6, 2023.”

Blue Owl Capital Corp: Amended articles of incorporation to change corporate name from Owl Rock Capital Corporation to Blue Owl Capital Corporation (effective 2023-07-06).

“On June 22, 2023, the board of directors (the “Board”) of the Company adopted Articles of Amendment for the purpose of amending the Company’s current Articles of Amendment and Restatement in order to change its corporate name to “Blue Owl Capital Corporation” from “Owl Rock Capital Corporation.””

Owens Corning: Amended and restated bylaws to adopt Fourth Amended and Restated Bylaws, including updates for Universal Proxy Rule, stockholder nominations, proxy card color, adjournment procedures, and exclusive forum (effective 2023-06-15).

“on June 15, 2023, the Board of Directors (the “Board”) of Owens Corning (the “Company”), acting upon the recommendation of the Governance and Nominating Committee of the Board, approved the amendment and restatement of the Company’s Third Amended and Restated Bylaws, effective as of such date (as amended and restated, the “Fourth Amended and Restated Bylaws”).”

COMSCORE, INC.: Filed Certificate of Amendment to Certificate of Designations of Series B Preferred Stock permitting dividends in cash, common stock, or additional Series B preferred stock (effective 2023-06-16).

“On June 16, 2023, the Company filed a Certificate of Amendment to the Certificate of Designations of the Series B Preferred Stock (the "COD Certificate of Amendment") with the Secretary of State of the State of Delaware. The COD Certificate of Amendment became effective with the Secretary of State upon filing.”

COMSCORE, INC.: Filed Certificate of Amendment to Amended and Restated Certificate of Incorporation increasing authorized shares from 365,000,000 to 380,000,000 and preferred shares from 90,000,000 to 105,000,000 (effective 2023-06-16).

“On June 16, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "COI Certificate of Amendment") with the Secretary of State of the State of Delaware. The COI Certificate of Amendment became effective with the Secretary of State upon filing.”

CARRIAGE SERVICES INC: Amended and restated by-laws to remove Board's ability to reject a director's resignation in uncontested elections; also incorporated ministerial changes (effective 2023-06-21).

“On June 21, 2023, the Board approved and adopted amended and restated by-laws, effective as of June 21, 2023 (the “Amended and Restated By-laws”). Among other things, the amendments effected by the Amended and Restated By-laws remove the ability of the Board to reject the resignation of any director of the Board who fails to receive majority support from the Company’s stockholders in connection with an uncontested election of an incumbent director at an annual meeting of stockholders.”

Lucid Diagnostics Inc.: Amended certificate of incorporation to increase authorized common stock from 100,000,000 to 200,000,000 shares (effective 2023-06-21).

“b. A proposal to amend the Certificate of Incorporation to increase the total number of shares of common stock the Company is authorized to issue by 100,000,000 shares, from 100,000,000 shares to 200,000,000 shares. The amendment was approved”

Lucid Diagnostics Inc.: Amended certificate of incorporation to incorporate new Delaware law provisions regarding officer exculpation (effective 2023-06-21).

“a. A proposal to amend the Company’s certificate of incorporation, as amended (the “ Certificate of Incorporation ”), to incorporate new Delaware law provisions regarding officer exculpation. The amendment was approved”

Corvex, Inc.: Certificate of Amendment to Third Amended and Restated Certificate of Incorporation increasing authorized shares of common stock from 75,000,000 to 150,000,000 (effective 2023-06-21).

“On June 21, 2023, Movano Inc. filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation increasing the number of authorized shares of common stock from 75,000,000 to 150,000,000 shares, as further described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023 (the “2023 Proxy Statement”) and as approved at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), with the Secretary of State of the State of Delaware.”

Monroe Capital Income Plus Corp: Amended charter to increase authorized common shares from 100,000,000 to 300,000,000 (effective 2023-06-15).

“Effective as of June 15, 2023, Monroe Capital Income Plus Corporation (the “Company”) amended its charter to increase the number of shares of common stock the Company is authorized to issue from 100,000,000 to 300,000,000.”

urban-gro, Inc.: Amendment to bylaws to remove supermajority vote requirement for adopting, amending, or repealing bylaws, replacing with a majority vote threshold (effective 2023-06-21).

“to amend or repeal any provision of Article VI, Article VII, Article IX or Article X of the previous certificate of incorporation and amend Section 8.1 of the Company's bylaws to replace the provision requiring the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%)”

urban-gro, Inc.: Amended and restated certificate of incorporation to eliminate supermajority voting requirements and add officer exculpation provisions; also reduced authorized capital from 110,000,000 shares to 33,000,000 shares (effective 2023-06-21).

“As described under Item 5.07 of this report, on June 21, 2023, at the Annual Meeting, the Company's stockholders approved an amended and restated certificate of Incorporation (“Amended and Restated COI”) and an amendment to the Company's bylaws (“Bylaw Amendment”).”

Azitra, Inc.: Amended and restated bylaws effective upon consummation of the IPO.

“The Amended and Restated Bylaws became effective immediately upon the consummation of the Offering.”

Azitra, Inc.: Amended and restated certificate of incorporation filed and effective June 21, 2023, in connection with closing of the IPO (effective 2023-06-21).

“The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 21, 2023 and became effective on that date.”

ARVINAS, INC.: Amended and restated bylaws effective June 15, 2023, including amendments to stockholder meeting procedures and director provisions (effective 2023-06-15).

“On June 15, 2023, the board of directors (the “Board”) of Arvinas, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Second Amended and Restated Bylaws”), effective immediately.”

Atea Pharmaceuticals, Inc.: Amended restated bylaws to address universal proxy rules, enhance stockholder nomination and proposal disclosure requirements, and require non-white proxy card color for stockholder solicitations (effective 2023-06-16).

“On June 16, 2023, the Board of Directors (“Board”) of Atea Pharmaceuticals, Inc. (the “Company”) amended the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the Amended and Restated Bylaws: • address the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), by clarifying that 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including applicable notice and solicitation requirements; • enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under Exchange Act), inclu”

22nd Century Group, Inc.: Increased authorized shares of common stock from 300,000,000 to 500,000,000 (effective 2023-06-16).

“On June 16, 2023, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from three hundred million (300,000,000) to five hundred million (500,000,000), which Amendment was filed and effective with the Secretary of the State of Nevada on June 16, 2023.”

ExlService Holdings, Inc.: Filed Certificate of Amendment to the Amended and Restated Certificate of Incorporation to allow removal of directors with or without cause by majority stockholder vote (effective 2023-06-21).

“On and effective as of June 21, 2023, following stockholder approval at the Annual Meeting, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Charter to allow for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of the Company’s common stock (the “ Director Removal Amendment ”).”

ExlService Holdings, Inc.: Adopted Sixth Amended and Restated By-laws with amendments including director removal with or without cause, exclusive forum provision, and gender-neutral language (effective 2023-06-20).

“On and effective as of June 20, 2023, the Board, in accordance with Section 7.7 of the Company’s Fifth Amended and Restated By-laws (the “ Existing By-laws ”), adopted the Sixth Amended and Restated By-laws of ExlService Holdings, Inc. (the “ Sixth Amended and Restated By-laws ”), which reflect the following amendments to the Existing By-laws: (1) to allow for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of the Company’s common stock, in order to align with the stockholder approval of the amendment of a similar provision in the Company’s Amended and Restated Certificate of Incorporation (the “ Charter ”) at the Annual Meeting as described in Item 5.07 of this Current Report on Form 8-K below; (2) to adopt an amendment to the Existing By-laws to set the Chancery Court of the State of Delaware (the “ Chancery Court ”), or, alternatively, if the Chancery Court does not have jurisdiction, the Federal Distric”

NEXSTAR MEDIA GROUP, INC.: Amended certificate of incorporation to declassify board, provide exclusive federal forum for Securities Act claims, exculpate officers, and eliminate obsolete provisions (effective 2023-06-20).

“As previously announced, at the 2023 Annual Meeting of Stockholders of Nexstar Media Group, Inc. (the “Company”) on June 15, 2023, the Company’s stockholders approved certain amendments to the Company’s Amended and Restated Certificate of Incorporation to (i) declassify the Company’s Board of Directors, (ii) provide the federal district courts as the sole and exclusive forum for the resolution of any Securities Act complaint unless the Company consents in writing to the selection of an alternative forum, (iii) provide exculpation of certain Company officers from liability in specific circumstances, and (iv) eliminate certain provisions that are no longer effective or applicable (the “Amendments”). On June 20, 2023, the Company filed the Certificate of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the above Amendments, which became effective immediately upon filing.”

HEARTLAND FINANCIAL USA INC: Board approved amendment and restatement of bylaws to reflect board declassification, split of Compensation/Nominating/Governance Committee, and technical changes (effective 2023-06-14).

“Additionally, the Board approved the amendment and restatement of the Company’s bylaws (the “Bylaws”), which became effective concurrently with the effectiveness of the Amended and Restated Certificate. The Bylaws were amended and restated to reflect the declassification of the Company’s Board, to reflect the Company’s split of its Compensation, Nominating and Corporate Governance Committee into a Compensation and Human Capital Committee and a Nominating and Corporate Governance Committee, and to make certain technical, conforming and administrative changes.”

HEARTLAND FINANCIAL USA INC: Stockholders approved an Amended and Restated Certificate of Incorporation to declassify the board of directors and make technical changes to conform to Delaware law (effective 2023-06-14).

“On June 14, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”) virtually via the internet, at which the Company’s stockholders voted to approve an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) to declassify the Company’s board of directors and effect certain other technical changes to conform to Delaware law.”

Orthofix Medical Inc.: Board approved amendments to the amended and restated bylaws, removing forum selection provisions, addressing universal proxy rules, enhancing procedural mechanics, and making other updates (effective 2023-06-19).

“On June 19, 2023, the Company’s board of directors approved amendments to the Company’s amended and restated bylaws, effective as of that date.”

ProPhase Labs, Inc.: Amended and restated bylaws to address universal proxy rules and make procedural changes consistent with recent DGCL amendments (effective 2023-06-16).

“On June 16, 2023, the board of directors (the “Board”) of ProPhase Labs, Inc. (the “Company”) amended and restated the Company’s bylaws in order to (i) address the universal proxy rules recently adopted by the U.S. Securities and Exchange Commission, by clarifying that 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 Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements and (ii) to make certain other procedural changes consistent with recent changes to the Delaware General Corporation Law.”

Ranger Oil Corp: Merger closing results in conversion of equity awards and changes to capital stock.

“each eligible share of Ranger Class A Common Stock was converted into the right to receive 7.49 Baytex Common Shares and $13.31 in cash, without interest.”

WORLD KINECT CORP: Company amended Articles of Incorporation to change name to World Kinect Corporation, effective June 15, 2023 (effective 2023-06-15).

“At the 2023 Annual Meeting, the Company’s shareholders voted in favor of an amendment to the Company’s Articles of Incorporation, as amended (the "Name Change Amendment") changing the Company’s name to World Kinect Corporation (the "Name Change"). The Name Change Amendment was filed with the Secretary of State of the State of Florida, and was effective on June 15, 2023.”

ESH Acquisition Corp.: Adopted Amended and Restated Certificate of Incorporation effective June 13, 2023 in connection with IPO (effective 2023-06-13).

“On June 13, 2023, in connection with the IPO, the Company adopted its Amended and Restated Certificate of Incorporation (the "Amended Charter"), effective June 13, 2023.”