Governance Changes

ALBIREO PHARMA, INC.: Certificate of incorporation amended and restated in its entirety.

“Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time,”

DARLING INGREDIENTS INC.: Adopted amended and restated bylaws implementing proxy access and enhancing stockholder nomination procedures (effective 2023-02-24).

“On February 24, 2023, the board of directors (the “ Board ”) of Darling Ingredients Inc. (the “ Company ”) adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”), effective immediately.”

COLUMBIA BANKING SYSTEM, INC.: Increased authorized shares of common stock from 115,000,000 to 520,000,000 (effective 2023-02-28).

“Columbia filed articles of amendment with the Washington Secretary of State for the purpose of amending its Amended and Restated Articles of Incorporation, as amended, to increase the total number of authorized shares of Columbia Common Stock from 115,000,000 to 520,000,000 (the “ Articles of Amendment ”). The Articles of Amendment became effective on February 28, 2023, immediately prior to the Effective Time.”

Tingo Group, Inc.: On February 23, 2023, the Company filed an amendment to its certificate of incorporation to change its corporate name from 'MICT, Inc.' to 'Tingo Group, Inc.', effective February 27, 2023 (effective 2023-02-27).

“On February 23, 2023, (the “ Company ”) filed an amendment to its certificate of incorporation, as amended, with the Secretary of State of Delaware to change its corporate name from “MICT, Inc.” to “Tingo Group, Inc.” (the “ Name Change Amendment ”). The Name Change was effective as of February 27, 2023.”

TETRA TECHNOLOGIES INC: Board approved Certificate of Designation of Series A Junior Participating Preferred Stock, filed with Delaware Secretary of State, effective March 1, 2023 (effective 2023-03-01).

“In connection with the adoption of the Tax Plan described in Item 1.01 above, the Board approved a Certificate of Designation of Series A Junior Participating Preferred Stock of the Company (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware and became effective on March 1, 2023.”

RAYMOND JAMES FINANCIAL INC: Amended and restated By-laws to update procedural requirements for director nominations, add proxy access provision, and impose advance notice and Rule 14a-19 compliance obligations (effective 2023-02-24).

“On February 24, 2023, the Board of Directors (the “Board”) of the Company approved a resolution to amend and restate the Company’s By-laws (the “By-laws”).”

ARYA Sciences Acquisition Corp IV: Amended the memorandum and articles of association to extend the deadline for a business combination from March 2, 2023 to June 2, 2023, with provisions for further monthly extensions up to March 2, 2024 (effective 2023-02-28).

“On February 28, 2023, ARYA held the Extension Meeting to approve an amendment to ARYA’s amended and restated memorandum and articles of association (the “ Articles Amendment ”) to extend the date (the “ Termination Date ”) by which ARYA has to consummate a Business Combination (the “ Articles Extension ”) from March 2, 2023 (the “ Original Termination Date ”) to June 2, 2023 (the “ Articles Extension Date ”) and to allow ARYA, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to nine times by an additional one month each time after the Articles Extension Date, by resolution of ARYA’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 2, 2024, or a total of up to thirty-six months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “ Extension Amendmen”

Sable Offshore Corp.: Extended the date by which Flame must consummate its initial business combination from March 1, 2023 to September 1, 2023 (effective 2023-09-01).

“On February 27, 2023, Flame filed an amendment (the “Extension Amendment”) to Flame’s Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Secretary of State of the State of Delaware. The Extension Amendment extends the date by which Flame must consummate its initial business combination from March 1, 2023 to September 1, 2023.”

Mirion Technologies, Inc.: Amended and restated bylaws to address universal proxy rules, update advance notice provisions, revise stockholder meeting provisions, and clarify board authority on meeting conduct (effective 2023-02-28).

“On February 28, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of Mirion Technologies, Inc. (the “Company”), the Company’s board of directors (the “Board”) approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately”

System1, Inc.: Amended and restated bylaws to address universal proxy rules and enhance procedural mechanics and disclosure requirements for stockholder nominations and proposals (effective 2023-02-23).

“On February 23, 2023, the Board of Directors (the “Board”) of System1, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), to, among other things: • 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, including the applicable notice and solicitation requirements; and • enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies.”

AZEK Co Inc.: Amendment to restated certificate of incorporation to add officer exculpation provision permitted by Delaware law (effective 2023-03-01).

“the stockholders of the Company approved an amendment to the Company’s restated certificate of incorporation (the “Charter Amendment”) to add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law”

Dayforce, Inc.: Amended and restated bylaws to update procedural mechanics for stockholder nominations and universal proxy rules, stockholder meeting notice provisions, and other technical changes (effective 2023-02-28).

“On February 28, 2023, as part of its periodic review of corporate governance matters and in connection with the new Securities and Exchange Commission (“SEC”) rules regarding universal proxy cards, the Board approved an amendment and restatement of the Company’s Second Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”)”

Chicken Soup for the Soul Entertainment, Inc.: Increased the number of shares designated as Series A Preferred Stock from 5,000,000 to 6,000,000 (effective 2023-03-01).

“On March 1, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to the Certificate of Designations (“ Amendment ”) attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Amendment increased the number of shares of preferred stock designated as Series A Preferred Stock from 5,000,000 to 6,000,000 shares.”

Atlantis Glory Inc.: Company amended its articles of incorporation to change its name from Shengshi Elevator International Holding Group, Inc. to Atlantis Glory Inc (effective 2022-03-28).

“On March 28, 2022, Shengshi Elevator International Holding Group, Inc. (the “Company”), amended its articles of incorporation, changing its name to Atlantis Glory Inc. (the “Name Change”).”

Enliven Therapeutics, Inc.: Adopted a new Code of Business Conduct and Ethics, superseding the pre-Merger code (effective 2023-02-23).

“In connection with the Merger, the Board adopted a new Code of Business Conduct and Ethics (the “ Code of Conduct ”) on February 23, 2023.”

Enliven Therapeutics, Inc.: Filed Stock Split Amendment to effect reverse stock split and common stock reduction, and filed Name Change Amendment to change company name to Enliven Therapeutics, Inc (effective 2023-02-23).

“On February 23, 2023, the Company filed the Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split effective as of 5:00 p.m. on February 23, 2023.”

1stdibs.com, Inc.: Amended and restated bylaws to enhance procedural mechanisms for stockholder nominations, update disclosure requirements, and conform to Delaware law changes (effective 2023-02-23).

“On February 23, 2023, the board of directors (the “Board”) of 1stdibs.com, Inc. (the “Company”) approved and adopted the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws are effective February 23, 2023.”

COWEN INC.: Bylaws of the company were amended and restated to be substantially identical to the bylaws of Merger sub immediately prior to the effective time.

“At the Effective Time, the bylaws of the Company were amended and restated to be substantially identical to the bylaws of Merger sub as in effect immediately prior to the Effective Time.”

COWEN INC.: Certificate of incorporation of the surviving corporation was amended and restated at the effective time of the merger.

“At the Effective Time, the certificate of incorporation of the Surviving Corporation was amended and restated in the form set forth as Exhibit A to the Merger Agreement.”

REATA PHARMACEUTICALS INC: 董事会批准了第三次修订和重述的公司章程，包括修改董事提名程序、通知程序、专属法庭条款、赔偿条款及其他行政性变更。 (effective 2023-03-01).

“On March 1, 2023, the Board of Directors of Reata Pharmaceuticals, Inc. (the “Company”) approved the Company’s Third Amended and Restated Bylaws (“Amended and Restated Bylaws”), effective as of such date.”

BERKLEY W R CORP: Amended By-laws to adopt virtual meetings, universal proxy rules, advance notice period, and other updates (effective 2023-02-24).

“On February 24, 2023, the board of directors of W. R. Berkley Corporation (the “Company”) approved and adopted amendments to the Company’s By-laws (the “By-laws”) to: • provide for virtual meetings for stockholders as well as add certain provisions relating to the regulation of stockholder meetings, including the fixing of the record date, and the adjournment thereof; • reflect updates to requirements for stockholder lists at stockholder meetings, consistent with recent amendments to the Delaware General Corporation Law; • require a stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white; • make certain clarifications regarding director terms, resignation and removal; • provide for the conduct of board meetings via remote communication and the formation and operation of board committees; • add provisions regarding the issuance of uncertificated stock as well as relating to the issuance and transfer of shares, • implement”

ALIGN TECHNOLOGY INC: Amended and restated bylaws to add a proxy access provision allowing stockholders owning at least 3% of stock for three years to nominate directors (effective 2023-02-27).

“On February 27, 2023, the Board of Directors of Align Technology, Inc, a Delaware corporation (the "Company"), approved an amendment and restatement of the Company’s bylaws to add a proxy access provision (the "Amended and Restated Bylaws").”

Golden Minerals Co: Amended and Restated Bylaws revising director nomination procedures, stockholder meeting rules, quorum reduction, and forum selection (effective 2023-02-24).

“On February 24, 2023, the Board of Directors (the “Board”) of Golden Minerals Company (the “Company”) approved the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”).”

Nordicus Partners Corp: Company is no longer considered a shell company after the Business Combination.

“Following the transactions described above, the Company is no longer considered a shell company, as that term is defined in Rule 12b-2 under the Exchange Act.”

Hub Group, Inc.: Eliminated requirement that Chairman of the Board also be CEO and made related conforming changes (effective 2023-02-23).

“On February 23, 2023, the Board of Directors (the “Board”) of Hub Group, Inc. (the “Company”) amended and restated the Company’s Amended and Restated By-Laws (the “Amended and Restated Bylaws”). The amendments revise Article IV to eliminate the requirement that the Chairman of the Board also be the Chief Executive Officer of the Company and make related conforming changes.”

PUTNAM MUNICIPAL OPPORTUNITIES TRUST: Amended and restated bylaws to add Vice Chair references, fix new record date, and address validity of proxies at postponed/adjourned meetings (effective 2023-02-23).

“On February 23, 2023, the Board of Trustees (the “Trustees”) of Putnam Managed Municipal Income Trust (the “Fund”) amended and restated the Bylaws of the Fund (the “Amended and Restated Bylaws”).”

PUTNAM MANAGED MUNICIPAL INCOME TRUST: Amended Article 10.6 to clarify validity of proxies at postponed or adjourned meetings and continued validity if new record date is fixed (effective 2023-02-23).

“Validity of Proxies at Postponed or Adjourned Meeting : Article 10.6 of the Fund’s Bylaws, which deals with shareholder proxies, was amended to make clear that, unless otherwise specifically limited by its terms, a proxy shall entitle a shareholder to vote at any postponed or adjourned session of a shareholder meeting and, unless revoked, any proxy given in connection with a postponed or adjourned meeting for which a new record date is fixed shall continue to be valid so long as the shareholder giving the proxy is a shareholder of record on the new record date.”

PUTNAM MANAGED MUNICIPAL INCOME TRUST: Amended Article 10.4 to clarify that Trustees may fix a new record date for a shareholder meeting, including any postponed or adjourned session (effective 2023-02-23).

“Fixing a New Record Date : Article 10.4 of the Fund’s Bylaws, which deals with record dates for shareholder meetings, was amended to clarify that the Trustees may, but, unless otherwise required by law, are not required to, fix a new record date for a shareholder meeting, including any postponed or adjourned session of the meeting.”

PUTNAM MANAGED MUNICIPAL INCOME TRUST: Added references explicitly permitting, but not requiring, a Vice Chair of the Trustees in Article 3 of the Bylaws (effective 2023-02-23).

“Addition of “Vice Chair” References : Article 3 of the Fund’s Bylaws deals with matters related to Fund and Trustee officers and was amended to add references throughout explicitly permitting, but not requiring, a Vice Chair of the Trustees.”

PUTNAM MASTER INTERMEDIATE INCOME TRUST: Amended and restated Bylaws to add Vice Chair references, fix new record date provisions, and clarify proxy validity at postponed or adjourned meetings (effective 2023-02-23).

“On February 23, 2023, the Board of Trustees (the “Trustees”) of Putnam Managed Municipal Income Trust (the “Fund”) amended and restated the Bylaws of the Fund (the “Amended and Restated Bylaws”).”

PUTNAM PREMIER INCOME TRUST: Amended and restated Bylaws to add Vice Chair references, fix new record date provisions, and clarify proxy validity at postponed/adjourned meetings (effective 2023-02-23).

“On February 23, 2023, the Board of Trustees (the “Trustees”) of Putnam Managed Municipal Income Trust (the “Fund”) amended and restated the Bylaws of the Fund (the “Amended and Restated Bylaws”).”

WSFS FINANCIAL CORP: Amended bylaws to clarify stockholder meeting logistics, implement universal proxy rules, and make administrative changes (effective 2023-02-23).

“On February 23, 2023, the Board of Directors (the “Board”) of WSFS Financial Corporation (the “Corporation”) approved amendments to the Corporation’s Amended and Restated Bylaws (as amended, the “Bylaws”).”

HOME DEPOT, INC.: Amended the bylaws to update procedures for director nominations and shareholder meetings, including compliance with SEC universal proxy card rules (effective 2023-02-23).

“On February 23, 2023, as part of its periodic review of corporate governance matters and legal changes that have taken effect to the Delaware General Corporation Law (the “DGCL”) and the rules and regulations promulgated by the U.S. Securities Exchange and Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board approved and adopted amendments to the Company’s by-laws (as so amended and restated, the “By-Laws”), effective as of February 23, 2023.”

Allarity Therapeutics, Inc.: Filed certificate of amendment to Series C COD to clarify conversion price and floor price (effective 2023-02-28).

“On February 28, 2023, the Company filed a certificate of amendment to the Series C COD (the “COD Amendment”) to clarify the terms of conversion price and floor price based on definitions provided in the Series C COD”

Allarity Therapeutics, Inc.: Filed Certificate of Designation of Series C Preferred Stock (effective 2023-02-24).

“Pursuant to the terms of the SPA, on February 24, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock (the “Series C COD”) with the Delaware Secretary of State designating 50,000 shares of its authorized and unissued preferred stock as Series C Preferred Stock with a stated value of $27.00 per share (the “Stated Value”).”

Cascadia Acquisition Corp.: Amended Amended and Restated Certificate of Incorporation to extend business combination deadline to August 31, 2023 and to expand methods to avoid penny stock rules (effective 2023-02-27).

“filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on February 27, 2023 (the “ Charter Amendment ”), to (i) extend the date by which Cascadia has to consummate a business combination to August 31, 2023 and (ii) expand the methods that Cascadia may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (the “ SEC ”).”

Vado Corp.: Company changed its fiscal year end from November 30 to December 31.

“the Company changed its fiscal year end from November 30 to December 31 as a result the Exchange to conform its fiscal year end to that of aX.”

Elevate Credit, Inc.: The Company's Second Amended and Restated Certificate of Incorporation was amended and restated in its entirety.

“At the Effective Time, the Company’s Second Amended and Restated Certificate of Incorporation was amended and restated in its entirety in accordance with the terms of the Merger Agreement.”

RREEF Property Trust, Inc.: Amended and restated bylaws to modernize language and update universal proxy rules (effective 2023-02-23).

“On February 23, 2023, the board of directors of RREEF Property Trust (the “Company”) approved and adopted, effective February 23, 2023, amended and restated bylaws of the Company (the “Amended Bylaws”). The Amended Bylaws reflect, among other things, certain modernizing language as well as the updated universal proxy rules promulgated by the Securities and Exchange Commission.”

Arcadia Biosciences, Inc.: Approved and filed a Certificate of Amendment to effect a 1-for-40 reverse stock split of common stock (effective 2023-03-01).

“On February 27, 2023, Arcadia Biosciences, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-40 reverse stock split of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), effective as of 12:01 a.m. (Delaware time) on March 1, 2023 (the “Reverse Stock Split”).”

PubMatic, Inc.: Amended and Restated Bylaws adopted to incorporate universal proxy rules, DGCL amendments, and other governance updates (effective 2023-02-27).

“On February 27, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”) and a periodic review of the bylaws of the “Company, the Company’s Board of Directors (the “Board”) approved and adopted the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), which became immediately effective.”

Coupa Software Inc: Amended and restated bylaws upon merger (effective 2023-02-28).

“In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety.”

Coupa Software Inc: Amended and restated certificate of incorporation upon merger (effective 2023-02-28).

“At the Effective Time and pursuant to the Merger Agreement, the Company's certificate of incorporation as in effect immediately prior to the Merger was amended and restated in its entirety.”

IMPINJ INC: Adopted amended and restated bylaws updating advance notice procedures, exclusive forum, and other provisions to align with universal proxy rules and recent DGCL amendments (effective 2023-02-23).

“On February 23, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of Impinj, Inc. (the “Company”), the Company’s board of directors (the “Board”), acting upon the recommendation of its Nominating and Corporate Governance Committee, adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.”

NOV Inc.: Amended and restated Bylaws to update procedural mechanics for stockholder nominations related to Rule 14a-19 and reflect recent changes to Delaware General Corporation Law, including technical and clarifying changes (effective 2023-02-24).

“On February 24, 2023, the Board of Directors (the “Board”) of NOV Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”) primarily to update the procedural mechanics for stockholder nominations of directors related to Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and to reflect certain recent changes to the Delaware General Corporation Law.”

Avery Dennison Corp: Amended and restated bylaws to address universal proxy rules and enhance procedural mechanics and disclosure requirements for stockholder nominations and proposals (effective 2023-02-23).

“On February 23, 2023, the Board approved amended and restated bylaws for the Company (as so amended and restated, the “Amended and Restated Bylaws”), primarily to do the following: • Address universal proxy rules 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 all applicable notice and solicitation requirements; and • Enhance the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies.”

NL INDUSTRIES INC: The Registrant's board of directors adopted amendments to the Code of Business Conduct and Ethics, including adding an introductory paragraph, expanding the Sustainability section into an ESG section, updating waiver provisions, and making other wording changes (effective 2023-02-23).

“On February 23, 2023, the registrant’s board of directors adopted and approved certain amendments to the registrant’s Code of Business Conduct and Ethics, as reflected in an amended and restated version of the code of Business Conduct and Ethics (the “Code”). ​ The Code was revised and updated to add an introductory paragraph to the Principles section, to expand the former Sustainability section into an Environmental Social and Governance (ESG) section, to update the provisions regarding waivers, and to make other various wording changes.”

APx Acquisition Corp. I: Amended Articles of Association to change the payment required to extend the Combination Period by two three-month periods.

“On the Meeting Date, the Company held the Extension Meeting in which the Company’s shareholders approved the Trust Agreement Amendment Proposal and the Extension Amendment Proposal to change the payment required to extend the Combination Period by two three-month periods. Upon the approval by the Company’s shareholders of the Extension Amendment Proposal, the Amended Articles of Association became effective.”

TLGY ACQUISITION CORP: Approved amendment to Amended and Restated Memorandum and Articles of Association to cancel automatic three-month extension, modify monthly deposit amount for extensions, and increase maximum number of extensions from six to nine (effective 2023-02-23).

“On February 23, 2023, shareholders of TLGY Acquisition Corporation (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary 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 (i) cancel the three-month automatic extension period to which TLGY was entitled in case it filed a preliminary proxy statement, registration statement or similar filing for a business combination with one or more businesses, which we refer to as the “business combination,” during (x) the 15-month period from the consummation of the Company’s initial public offering that was consummated on December 3, 2021, which we refer to as the “IPO”, or (y) any paid extension period, to consummate a business combination, and (ii) modify the monthly amount that TLGY Sponsors LLC, our sponsor (the “Sponsor”) or its affili”

Slam Corp.: Amended the amended and restated memorandum and articles of association to extend the business combination deadline from February 25, 2023 to May 25, 2023, with an option to extend monthly up to February 25, 2024, and to eliminate the net tangible assets redemption limitation (effective 2023-02-21).

“On February 21, 2023, the Company held the Extension Meeting (1) to amend the Company’s amended and restated memorandum and articles of association (the “ Articles ”) to extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination (the “ Articles Extension ”) from February 25, 2023 (the “ Original Termination Date ”) to May 25, 2023 (the “ Articles Extension Date ”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until February 25, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred p”