Governance Changes

Builders FirstSource, Inc.: Stockholders approved amendments to the Amended and Restated Certificate of Incorporation to declassify the Board of Directors and to limit the liability of certain officers as permitted by Delaware law (effective 2025-05-27).

“On May 27, 2025, the stockholders of Builders FirstSource, Inc. (“Builders FirstSource” or the “Company”) at its 2025 annual meeting of stockholders (the “Annual Meeting”) approved amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to declassify the Company’s Board of Directors (the “Board”) and to limit the liability of certain officers as permitted by Delaware law.”

EPAM Systems, Inc.: Amended bylaws to conform to charter changes: declassified the Board and reduced supermajority requirement to amend bylaws to a majority (effective 2025-05-22).

“The amendments to the Bylaws were made to conform the Bylaws to the changes made in the Charter and consist of amendments to Sections 3.02, 3.12, and 3.13 to reflect declassification of the Board and to Section 6.06 to reduce the supermajority requirement to amend the Bylaws to a majority requirement.”

EPAM Systems, Inc.: Amended charter to declassify the Board, reduce supermajority vote requirements to majority, opt out of Section 203 DGCL, and add officer exculpation (effective 2025-05-22).

“At the Annual Meeting, the Company’s stockholders also approved four proposals to amend the Company’s Certificate of Incorporation (the “Charter”) to declassify the Board, reduce the written supermajority vote requirements to a majority vote requirement, to elect out of the supermajority provisions of Section 203 of the Delaware General Corporation Law, and to exculpate certain officers as permitted by Delaware law.”

ServiceNow, Inc.: Shareholders approved amendments to the Certificate of Incorporation to add officer exculpation, eliminate supermajority voting, and make immaterial updates (effective 2025-05-23).

“At the 2025 annual meeting of shareholders on May 22, 2025 (the “Annual Meeting”), the shareholders of ServiceNow, Inc. (the “Company”) approved amendments to the Company’s Certificate of Incorporation (i) reflecting Delaware law provisions regarding officer exculpation under Section 102(b)(7) of the Delaware General Corporation Law, (ii) eliminating supermajority voting provisions in the Certificate of Incorporation and (iii) reflecting certain immaterial changes to streamline and update the Certificate of Incorporation. Such amendments, described in more detail in the Company’s definitive proxy statement filed on April 4, 2025, became effective May 23, 2025.”

Verisk Analytics, Inc.: Amended the Amended and Restated Bylaws to make conforming changes related to the Special Meeting Amendment and other routine updates (effective 2025-05-20).

“Additionally, on May 20, 2025 the Board approved amendments to the Amended and Restated Bylaws of the Company (the “Bylaws”) reflecting (i) conforming, clarifying and updating changes to the Bylaws related to the Special Meeting Amendment, and (ii) certain other routine and non-substantive updates and revisions.”

Verisk Analytics, Inc.: Amended the Restated Certificate of Incorporation to eliminate the supermajority voting standard for amending Article SIXTH, replace default supermajority voting standard for business combinations, limit officer monetary liability, and grant shareholders owning 25% or more voting power the ability t (effective 2025-05-20).

“On May 20, 2025, Verisk Analytics, Inc. (the “Company”) amended its Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) eliminate the supermajority voting standard, and replace it with a simple majority voting standard, with respect to the ability of the Company to amend Article SIXTH of the Certificate of Incorporation prohibiting any Insurer Group (as defined therein) from owing more than 10% of the Company’s outstanding Common Stock (the “Insurer Group Supermajority Amendment”); (ii) eliminate the default supermajority voting standard set forth in the Delaware General Corporate Law (the “DGCL”), and replace it with a simple majority voting standard (limited to non-interested shareholders), with respect to the Company’s ability to approve certain business combinations between the Company and interested shareholders (the “Business Combination Amendment”); (iii) limit certain monetary liability of officers of the Company as permitted by the DGCL (the “Excu”

PINTEREST, INC.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law. The amendment was filed and became effective on May 23, 2025 (effective 2025-05-23).

“Based on the votes set forth above, the stockholders approve the amendment of the Company's Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law (the "Charter Amendment").”

PINTEREST, INC.: On May 22, 2025, the Board approved an amendment and restatement of the Company's bylaws, effective immediately, to enhance procedural and disclosure requirements for shareholder nominations, update indemnification scope and procedures, and make technical changes (effective 2025-05-22).

“On May 22, 2025, the Board approved an amendment and restatement of the Company's bylaws (the “Amended and Restated Bylaws”), effective immediately. Among other things, the changes effected by the Amended and Restated Bylaws: • enhance and clarify certain procedural and disclosure requirements related to shareholder nominations of directors at annual or special meetings of shareholders, including with respect to information required to be disclosed to the Company about such shareholders and their control persons; • update the scope of, and procedures for, indemnification of directors, officers and other persons involved in Company proceedings, including providing for indemnification of persons party to a derivative suit to the extent permitted by the General Corporation Law of the State of Delaware; and • make certain other technical, clarifying and conforming changes.”

Global Net Lease, Inc.: Increased authorized shares to 440,000,000 (400M common, 40M preferred) (effective 2025-05-23).

“On May 22, 2025, the Board approved an amendment to the Company’s charter, to increase the number of authorized shares of stock of the Company to 440,000,000 shares, of which (i) 400,000,000 shall be designated as common stock, $0.01 par value per share, and (ii) 40,000,000 shall be designated as preferred stock, $0.01 par value per share (the “ Charter Amendment ”). The Charter Amendment was filed with the State Department of Assessments and Taxation of Maryland on May 23, 2025 and became immediately effective upon acceptance for record.”

Streamex Corp.: Company agrees to file Special Voting Certificate of Designation to establish Special Voting Preferred Stock.

“Pursuant to the Share Purchase Agreement, the Company has agreed to file the Special Voting Certificate of Designation with the Secretary of State of the State of Delaware to establish the Special Voting Preferred Stock.”

BeOne Medicines Ltd.: Company continued from Cayman Islands to Switzerland; adopted Swiss Articles and Organizational Regulations, replacing the prior Seventh Amended and Restated Memorandum and Articles of Association (effective 2025-05-27).

“The Swiss Articles and Organizational Regulations became effective as of May 27, 2025 in connection with the Continuation.”

GAN Ltd: At the Effective Time, the memorandum of association and bye-laws of Merger Sub became the memorandum of association and bye-laws of the Company.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the memorandum of association and bye-laws of Merger Sub became the memorandum of association and bye-laws of the Company.”

Benson Hill, Inc.: Amended bylaws to reduce minimum number of directors from five to one (effective 2025-05-22).

“Effective at the Effective Time, the Company’s Second Amended and Restated Bylaws (the “Bylaws”) were amended to provide, in Section 3.2, that the minimum number of directors of the Company shall be one, instead of five.”

Core Scientific, Inc./tx: Amended and restated bylaws to conform to charter amendments, revise procedural mechanics for stockholder nominations and proposals, and make ministerial changes (effective 2025-05-27).

“the Board approved, contingent and effective upon stockholder approval of the Approved Proposals and effectiveness of the Fourth Amended and Restated Certificate of Incorporation, the amendment and restatement of the Company’s Second Amended and Restated Bylaws”

Core Scientific, Inc./tx: Eliminated classified board, removed supermajority vote requirement, and eliminated creditor consent rights upon emergence from bankruptcy, effective upon filing of Fourth Amended and Restated Certificate of Incorporation (effective 2025-05-27).

“the stockholder-approved amendments to the Certificate of Incorporation became effective upon the filing of the Fourth Amended and Restated Certificate of Incorporation on May 27, 2025 with the Secretary of State of Delaware.”

Atmus Filtration Technologies Inc.: Board of Directors approved amending and restating the Bylaws to reflect confirming changes based on the charter amendments and other changes, including universal proxy rule compliance and expanded stockholder disclosure requirements (effective 2025-05-20).

“the Company’s Board of Directors approved amending and restating the Company’s Bylaws to reflect certain confirming changes based on the amendments to the Certificate and certain other amendments, including expanding the scope of disclosures required by a stockholder seeking to nominate one or more persons (“director nominees”) to be elected to the Board”

Atmus Filtration Technologies Inc.: Stockholders approved amendments to the Certificate of Incorporation to declassify the Board, eliminate supermajority voting provisions, and eliminate legacy parent provisions; a Certificate of Correction was filed to correct certain sections (effective 2025-05-20).

“the stockholders of Atmus Filtration Technologies Inc. (the “Company”) approved amending and restating the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) to declassify the Company’s Board of Directors and phase-in annual director elections, eliminate supermajority voting provisions and eliminate legacy parent provisions.”

Oyster Enterprises II Acquisition Corp: The company filed its amended and restated memorandum and articles of association effective May 21, 2025 (effective 2025-05-21).

“On May 21, 2025, 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 21, 2025.”

ProCap Acquisition Corp: Amended and restated memorandum and articles of association filed with Cayman Islands Registrar in connection with IPO (effective 2025-05-15).

“On May 20, 2025, 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 15, 2025.”

BLUE RIDGE BANKSHARES, INC.: Amended multiple bylaw sections to conform to declassification, including officer roles at shareholder meetings, removal of director class references, and board election provisions (effective 2025-05-21).

“On May 21, 2025, the Company’s Board of Directors adopted amendments to the Company’s Bylaws, effective upon the effective date of the Amendment (May 21, 2025), as follows: (i) revisions to Article 3, Section 6 to reflect that the Company’s Chief Executive Officer and not the President shall serve as chairman of shareholder meetings and that the Company’s President and not any Vice President shall preside over shareholder meetings if the Chief Executive Officer is not present at a shareholders meeting; (ii) revisions to Article 4, Section 4, Paragraph 6 to remove references to classes of directors; (iii) revisions to Article 4, Section 4, Paragraph 8 to remove a provision relating to the ability of the Board of Directors to remove a director; (iv) revisions to Article 4, Section 5 to replace provisions relating to the Company having a classified Board of Directors with staggered three-year board terms with provisions relating to the Company having a nonclassified Board of Directors wit”

BLUE RIDGE BANKSHARES, INC.: Eliminated classified board structure to provide for annual election of directors, phased in over three years starting 2026 (effective 2025-05-21).

“On May 21, 2025, Article VI of the Articles of Incorporation of Blue Ridge Bankshares, Inc. (the “Company”) was amended to eliminate the classified structure of the Company’s Board of Directors and provide for the annual election of directors (the “Amendment”).”

ESTEE LAUDER COMPANIES INC: Amended and restated bylaws to revise stockholder proposal mechanics, add forum selection provisions, clarify indemnification, remove Executive Chairman references, and make other updates (effective 2025-05-22).

“On May 22, 2025, the Board of Directors (the “Board”) of The Estée Lauder Companies Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws, effective as of such date.”

ANI PHARMACEUTICALS INC: Amended Restated Certificate of Incorporation to increase authorized common stock from 33,333,334 to 66,000,000 shares (effective 2025-05-22).

“the amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”), providing for an increase to the number of authorized shares of common stock from 33,333,334 shares to 66,000,000 shares”

Fabric.AI, Inc.: Increased authorized common shares from 200,000,000 to 1,200,000,000 and made a corresponding change to authorized capital stock (effective 2025-05-23).

“On May 19, 2025, AYRO, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Company’s Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Share Increase Amendment”) to increase the number of authorized shares of common stock, par value $0.0001 per share, from 200,000,000 shares to 1,200,000,000 and to make a corresponding change to the number of authorized shares of the Company’s capital stock. Following the Annual Meeting, on May 23, 2025, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware.”

ASSURANT, INC.: Amended by-laws to implement the special meeting charter amendment and make conforming or clarifying changes (effective 2025-05-21).

“In connection with the Charter Amendments, on May 21, 2025, the Board approved certain amendments (the “By-law Amendments”) to the Company’s Amended and Restated By-laws (as so amended and restated, the “Amended By-laws”), including to implement the Special Meeting Charter Amendment and to make other conforming or clarifying changes.”

ASSURANT, INC.: Amended charter to enable stockholders' right to call special meetings, limit officer liability, and make miscellaneous updates (effective 2025-05-21).

“On May 21, 2025, Assurant, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”), during which the Company’s stockholders approved certain amendments (the “Charter Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”; and, as so amended and restated, the “Restated Charter”).”

KUSTOM ENTERTAINMENT, INC.: Filed a Certificate of Amendment to effect a 1-for-100 reverse stock split of common stock (effective 2025-05-22).

“On May 22, 2025, Digital Ally, Inc. (the “Company”), acting pursuant to authority received at a special meeting of its stockholders on May 6, 2025, filed with the Secretary of State of the State of Nevada a certificate of amendment (the “Charter Amendment”) to its articles of incorporation, as amended (the “Articles of Incorporation”), to effect a one (1)-for-one hundred (100) share reverse split (the “Reverse Stock Split”) of all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Common Stock”).”

EBR Systems, Inc.: Approved and filed an amendment to the Amended and Restated Certificate of Incorporation to limit officer liability to the maximum extent permitted by Delaware law (effective 2025-05-22).

“the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation ”), to limit the liability of officers of the Company to the maximum extent permitted by law”

CASTLE BIOSCIENCES INC: Amended and restated certificate of incorporation to add Article IX providing for exculpation of officers as permitted by Delaware law (effective 2025-05-22).

“On May 22, 2025, the Company filed the A&R Charter with the Secretary of State of the State of Delaware, which became effective upon filing.”

CALERES INC: Decreased the number of directors from twelve to eleven (effective 2025-05-22).

“On May 22, 2025, the Board of Directors amended Article II, Section 1 of the Company’s Bylaws to decrease the number of directors from twelve to eleven, effective May 22, 2025.”

Golkor Inc.: Company is no longer a shell company.

“Pursuant to the transactions described in Item 1.01, Golkor is no longer a shell company.”

Golkor Inc.: Amended articles of incorporation to change company name to Golkor Inc., effect a 6,500-to-1 reverse stock split, and increase authorized shares to 2,000,000,000 (effective 2025-05-16).

“On May 14, 2025, the Company amended its articles of incorporation changing the Company’s name to “Golkor Inc.” Additionally, the Company amended its articles of incorporation to effect a reverse split of its common stock on the basis of 6,500 to 1, and increasing the number of authorized shares of common stock to 2,000,000,000 (two billion).”

Quad/Graphics, Inc.: Decreased Board size from ten to nine directors effective immediately before the 2025 Annual Meeting (effective 2025-05-21).

“Effective immediately preceding the Annual Meeting (as defined below) on May 21, 2025, the Board of Directors of Quad/Graphics, Inc. (the "Company") approved an amendment to Section 3.01 of Article III of the Company's Amended Bylaws to decrease the size of the Board of Directors from ten directors to nine directors.”

NFiniTi inc.: Company ceased being a shell company after completing reverse acquisition and becoming a pre-revenue operating company (effective 2025-02-10).

“Prior to February 10, 2025, the Company was a shell company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, with no significant operations or assets. Key developments include: · February 10, 2025: Completed a reverse acquisition of Artisan Beverages, Inc., a Delaware corporation engaged in producing ready-to-drink alcoholic beverages, as reported in the Form 8-K filed on February 10, 2025. · Result: The Company ceased to be a shell company and became a pre-revenue operating company focused on the beverage industry, as detailed in the Form 1-A filed May 20, 2025.”

NFiniTi inc.: The company ceased to be a shell company after a reverse acquisition on February 10, 2025 (effective 2025-02-10).

“Prior to February 10, 2025, the Company was a shell company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, with no significant operations or assets. Key developments include: · February 10, 2025 : Completed a reverse acquisition of Artisan Beverages, Inc., a Delaware corporation engaged in producing ready-to-drink alcoholic beverages, as reported in the Form 8-K filed on February 10, 2025. · Result : The Company ceased to be a shell company and became a pre-revenue operating company focused on the beverage industry, as detailed in the Form 1-A filed May 20, 2025.”

GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES: Amended and restated bylaws adopted to update governance provisions, including special meetings, director elections, shareholder nomination procedures, forum selection, and other changes (effective 2025-05-22).

“On May 22, 2025, the Board of Directors of the Company (the “ Board ”) adopted amended and restated bylaws of the Company (the “ Amended and Restated Bylaws ”) following the effectiveness of amendments to the Texas Business Organizations Code (“ TBOC ”) and in connection with the Board’s periodic review of recent developments involving corporate governance practices and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).”

Sprouts Farmers Market, Inc.: Conforming amendments to Bylaws to provide that directors may be removed with or without cause, effective upon approval of the Declassification Amendment (effective 2025-05-21).

“in connection with the Declassification Amendment, the Board previously approved conforming amendments to the Company’s Second Amended and Restated Bylaws (as amended, the “Third Amended and Restated Bylaws”) to provide that directors may be removed with or without cause, which became effective upon the approval of the Declassification Amendment at the Annual Meeting.”

Sprouts Farmers Market, Inc.: Declassified the Board of Directors in phases, providing for annual election of the entire Board by 2028 and allowing removal with or without cause after transition (effective 2025-05-23).

“On May 21, 2025, Sprouts Farmers Market, Inc. (the “Company”) held its annual meeting of stockholders (“Annual Meeting”), at which the stockholders voted in favor of an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to declassify the Company’s board of directors (the “Board”) in phases and provide for the annual election of the entire Board for one-year terms, such that the Board will be fully declassified by the 2028 annual meeting of stockholders (the “Declassification Amendment”).”

Wingstop Inc.: Amended bylaws to eliminate the sole supermajority voting provision relating to amendment of the bylaws (effective 2025-05-22).

“the Board approved an amendment to the Company’s bylaws (the “Bylaws”), which became effective concurrently with the effectiveness of the Governance Amendments, as the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”). The Bylaws were amended to eliminate the sole supermajority voting provision contained therein relating to the amendment of the Bylaws”

Wingstop Inc.: Amended certificate of incorporation to declassify the board and eliminate supermajority voting provisions (effective 2025-05-22).

“the stockholders of the Company approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) declassify the Board of Directors of the Company (the “Board”) and provide for the annual election of directors (the “Declassification Amendment”) and (ii) eliminate the supermajority voting provisions contained therein (the “Supermajority Elimination Amendment””

Aptevo Therapeutics Inc.: Amended certificate of incorporation to effect a 1-for-20 reverse stock split of common stock, filed and effective May 23, 2025 (effective 2025-05-23).

“On May 21, 2025, the Board approved an amendment to the Certificate of Incorporation to effect a reverse stock split of its common stock at the reverse split ratio of 1-for-20 (the “Reverse Stock Split”). Accordingly, on May 23, 2025, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Amendment was effective at 5:01 p.m. Eastern Time on May 23, 2025 (the “Effective Time”).”

Hinge Health, Inc.: Amended and restated bylaws became effective upon closing of IPO (effective 2025-05-23).

“and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering”

Hinge Health, Inc.: Filed amended and restated certificate of incorporation upon closing of IPO (effective 2025-05-23).

“On May 23, 2025, Hinge Health, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware”

Ardent Health, Inc.: Bylaws amended and restated to reflect new company name (effective 2025-06-03).

“In conjunction with the name change, the Company's Bylaws are being amended and restated to reflect the Company's new name effective as of, and contingent upon, the effectiveness of the Amendment.”

Ardent Health, Inc.: Name change from Ardent Health Partners, Inc. to Ardent Health, Inc (effective 2025-06-03).

“On May 22, 2025, Ardent Health Partners, Inc. (the "Company") filed an amendment to its Certificate of Incorporation to change its name to Ardent Health, Inc. (the "Amendment"), effective June 3, 2025.”

Vor Biopharma Inc.: Increased authorized common stock from 400,000,000 to 800,000,000 shares (effective 2025-05-22).

“On May 22, 2025, Vor Biopharma Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock (“Common Stock”) from 400,000,000 to 800,000,000.”

Rocket Lab Corp: Added a provision to the Amended and Restated Charter that requires stockholder approval of certain acts or transactions by the same vote as required by DGCL and the charter (effective 2025-05-23).

“Rocket Lab amended and restated its Amended and Restated Certificate of Incorporation (as so amended and restated the “Rocket Lab Amended and Restated Charter”) by filing the Rocket Lab Amended and Restated Charter as an exhibit to the Certificate of Merger filed with the Secretary of State of the State of Delaware on May 23, 2025 in connection with the Merger (the “Certificate of Merger”), in order to add a provision, which is required by Section 251(g) of the DGCL, that provides that any act or transaction by or involving Rocket Lab, other than the election or removal of directors, that requires for its adoption under the DGCL or the Rocket Lab Amended and Restated Charter the approval of the stockholders of Rocket Lab shall require the approval of the stockholders of Rocket Lab Holdings by the same vote as is required by the DGCL and/or the Rocket Lab Amended and Restated Charter.”

MAIA Biotechnology, Inc.: Increased authorized common stock from 70,000,000 to 150,000,000 shares (effective 2025-05-22).

“On May 22, 2025, stockholders of MAIA Biotechnology, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase its authorized common stock from 70,000,000 shares to 150,000,000 shares.”

MNTN, Inc.: Amended and restated bylaws became effective in connection with the closing of the IPO (effective 2025-05-23).

“On May 23, 2025, MNTN, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering”

MNTN, Inc.: Filed amended and restated certificate of incorporation in connection with the closing of the IPO (effective 2025-05-23).

“On May 23, 2025, MNTN, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering”