Governance Changes

HF Sinclair Corp: Stockholders approved and adopted Second Amended and Restated Certificate of Incorporation to provide for officer exculpation under Delaware law (effective 2025-05-14).

“On May 14, 2025, HF Sinclair Corporation (“ HF Sinclair ” or the “ Corporation ”) held its 2025 Annual Meeting of Stockholders (the “ Annual Meeting ”). At the Annual Meeting, the Corporation’s stockholders approved and adopted the Corporation’s Second Amended and Restated Certificate of Incorporation (as so amended and restated, the “ Second Amended and Restated Certificate of Incorporation ”) to provide for the elimination of personal liability of certain officers for monetary damages for breach of fiduciary duty in certain limited circumstances as permitted by Section 102(b)(7) of the Delaware General Corporation Law.”

Veralto Corp: Bylaws amended to conform to charter amendments, including elimination of supermajority voting requirements (effective 2025-05-15).

“the Board approved an amendment to the Bylaws to conform the Bylaws to the proposed Charter Amendments”

Veralto Corp: Phase out classified board and transition to annual director elections; eliminate supermajority voting requirements in certificate of incorporation and bylaws (effective 2025-05-15).

“and (b) eliminate the supermajority voting requirements in the Certificate of Incorporation and Amended and Restated Bylaws”

W.W. GRAINGER, INC.: Adopted conforming changes to Article II, Section 12 and Article III, Section 14 of the Restated By-laws to reflect the elimination of cumulative voting (effective 2025-05-09).

“The Board has also taken action to adopt certain conforming changes to Article II, Section 12 and Article III, Section 14 of the By-laws (“Restated By-laws”), to reflect the elimination of cumulative voting as described in Proposal 4 of the Company’s Proxy Statement, which amendments became effective as of the effectiveness of the Amendment.”

W.W. GRAINGER, INC.: Amended Article Ten of the Restated Articles of Incorporation to eliminate cumulative voting (effective 2025-05-09).

“As a result of the shareholders’ approval of the proposal, effective May 9, 2025, the Company has amended Article Ten of the Restated Articles of Incorporation as described in Proposal 4 of the Company’s definitive proxy statement dated March 7, 2025 (the “Proxy Statement) to eliminate cumulative voting.”

MASCO CORP /DE/: Amendment to phase-out classified board and provide for annual election of directors approved by stockholders.

“Proposal 6 : Approval of an amendment to the Company's Certificate of Incorporation to phase-out the classification of the Board of Directors over a three-year period and provide for the annual election of directors.”

MASCO CORP /DE/: Amendment to amend business combination provisions approved by stockholders.

“Proposal 5 : Approval of an amendment to the Company's Certificate of Incorporation to amend the business combination provisions.”

MASCO CORP /DE/: Amendment to eliminate certain supermajority vote requirements approved by stockholders.

“Proposal 4 : Approval of an amendment to the Company's Certificate of Incorporation to eliminate certain supermajority vote requirements.”

MASCO CORP /DE/: Removed classified board provision and updated director term reference; eliminated supermajority vote requirement for stockholders to amend bylaws (effective 2025-05-09).

“Effective May 9, 2025, Section 2.01 of the Bylaws is amended to remove the provision dividing the Board into three classes and to state that the term of directors shall be set forth in the Company's Certificate of Incorporation. Section 6.01 of the Bylaws is amended to eliminate the supermajority vote requirement for stockholders to amend the Bylaws.”

Ventas, Inc.: Amendment to increase authorized common stock from 600M to 1.2B shares and eliminate monetary liability of certain officers under DGCL (effective 2025-05-14).

“At the Annual Meeting of Stockholders (the “Annual Meeting”) of Ventas, Inc. (the “Company”) held on May 13, 2025, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (i) to increase the number of authorized shares of the Company’s common stock, par value $0.25 per share, from 600,000,000 shares to 1,200,000,000 shares and to make a corresponding change to the aggregate number of authorized shares of the Company’s capital stock (the “Authorized Share Amendment”) and (ii) to provide for the elimination of monetary liability of certain of the Company’s officers in certain circumstances as provided under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “DGCL”) (the “Exculpation Amendment” and, together with the Authorized Share Amendment, the “Charter Amendments”).”

JACK HENRY & ASSOCIATES INC: Amended Section 2.3 to reduce stockholder ownership threshold for calling a special meeting from two-thirds to twenty-five percent (effective 2025-05-09).

“On May 9, 2025, the Board of Directors (the “Board”) of Jack Henry & Associates, Inc. (the “Company”) approved amended and restated bylaws of the Company (as amended, the “Bylaws”), which became effective immediately. The amendments to the Bylaws consisted of the following revision: (i) Section 2.3 of the Bylaws was amended to reduce the holdings required for stockholders to call a special meeting of stockholders to twenty-five percent (25%) of the stock of the corporation entitled to vote.”

SUN COMMUNITIES INC: Adopted Fifth Amended and Restated Bylaws to modernize and clarify provisions, including new shareholder nomination rules, ratification authority, and exclusive forum provisions (effective 2025-05-13).

“On May 13, 2025, the Board of Directors of Sun Communities, Inc. (the “Company”) approved and adopted the Company’s Fifth Amended and Restated Bylaws (the “Bylaws”), which restate the Company’s Fourth Amended and Restated Bylaws, to modernize and clarify the Company’s Bylaws and align the provisions of the Company’s Bylaws with common practice among publicly-traded Maryland corporations and incorporate new provisions of Maryland law.”

TELEFLEX INC: Amended and restated bylaws to delete the prohibition on stockholder action by written consent, allowing stockholders to act by written consent (effective 2025-05-09).

“On May 9, 2025, the Board of Directors of Teleflex Incorporated (the “Company”) approved the amendment and restatement of the Company’s Third Amended and Restated Bylaws (the bylaws, as amended and restated, the “Fourth Amended and Restated Bylaws”).”

WINTRUST FINANCIAL CORP: Filed Certificate of Designations to create Series F Preferred Stock and amend the articles of incorporation (effective 2025-05-09).

“On May 9, 2025, the Company filed the Certificate of Designations with the Secretary of State of the State of Illinois amending the amended and restated articles of incorporation of the Company, as amended, which became effective upon filing.”

GROUP 1 AUTOMOTIVE INC: The Company amended its certificate of incorporation to eliminate supermajority vote requirements, replacing the 80% voting power threshold with a majority vote standard for amending certain provisions (effective 2025-05-13).

“The Fourth Amended and Restated Certificate of Incorporation, among other things, eliminates the requirement that at least 80% of the voting power of the then-outstanding capital stock of the Company entitled to vote, voting together as a single class, is required to amend or repeal certain provisions of the Certificate of Incorporation, including Articles FIFTH and SEVENTH of the Certificate of Incorporation.”

COMMUNITY HEALTH SYSTEMS INC: Certificate of Amendment to Restated Certificate of Incorporation to provide for officer exculpation under Delaware law, approved by stockholders and filed with the Delaware Secretary of State on May 13, 2025 (effective 2025-05-13).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting, the Company’s stockholders approved the amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”), providing for the exculpation of certain officers of the Company as permitted by the Delaware General Corporation Law. The results of the stockholder vote on the Certificate of Amendment are set forth further below under Item 5.07 of this Current Report on Form 8-K. The Certificate of Amendment became effective upon its filing with the Delaware Secretary of State on May 13, 2025, following the Annual Meeting.”

GABELLI DIVIDEND & INCOME TRUST: Amendment to Series M Preferred Shares Statement of Preferences increasing dividend rate from 4.80% to 5.20% per annum (effective 2025-05-01).

“The Series M Statement of Preferences Amendment increase the dividend rate on the Series M Shares from 4.80% per annum to 5.20% per annum, effective as of May 1, 2025.”

Iridium Communications Inc.: Amendment to the Certificate of Incorporation to limit the monetary liability of certain officers as permitted by Delaware law (effective 2025-05-14).

“On May 14, 2025, the Company filed the Certificate of Amendment with the Delaware Secretary of State.”

Perimeter Acquisition Corp. I: Adopted Amended and Restated Memorandum and Articles of Association (effective 2025-05-12).

“On May 12, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Articles ”), effective the same day.”

UNISYS CORP: Stockholders approved amendments to the Restated Certificate of Incorporation to limit officer liability under Delaware law and clarify that indemnification is permissive for certain persons (effective 2025-05-09).

“At the Annual Meeting of Stockholders of Unisys Corporation (the “Company”) held on May 8, 2025 (the “Annual Meeting”), stockholders approved certain amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to: · limit the liability of certain officers of the Company consistent with current Delaware law; and · clarify that indemnification is permissive rather than mandatory, for any employee or agent of the Company or any person serving as a director, officer, employee or agent of another enterprise at the request of the Company (the foregoing, the “Approved Charter Amendments”).”

ALASKA AIR GROUP, INC.: Amended bylaws to add foreign ownership limitations, update advance notice provisions for universal proxy, and make other changes (effective 2025-05-09).

“On May 9, 2025, the Board approved amendments to the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”). In addition to certain technical, modernizing, conforming, and clarifying changes, the amendments to the Bylaws include the following principal changes: Foreign Ownership Limitations . A new Article XII was added to the Bylaws to address procedural matters in connection with the adoption of the Foreign Ownership Certificate of Amendment as discussed above under “Amendments to Certificate of Incorporation” in this Item 5.03.”

ALASKA AIR GROUP, INC.: Amended certificate of incorporation to include foreign ownership limitations and officer exculpation, and removed obsolete provisions (effective 2025-05-09).

“On May 9, 2025, following the Annual Meeting, the Company filed the following with the Secretary of State of the State of Delaware: • A Certificate of Amendment (the “Foreign Ownership Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to amend the Certificate of Incorporation to include limitations on the ownership and/or control of the aggregate voting stock of the Company to facilitate compliance with foreign ownership limitations imposed by U.S. federal law and enforced by the U.S. Department of Transportation. • A Certificate of Amendment (the “Officer Exculpation and Obsolete Provisions Certificate of Amendment”) to amend the Certificate of Incorporation to limit the monetary liability of our officers to the fullest extent permitted by Delaware law and to remove obsolete provisions.”

TrueBlue, Inc.: Filed Articles of Amendment designating 1,000,000 shares of Series A Junior Participating Preferred Stock and establishing rights, preferences, privileges and limitations (effective 2025-05-14).

“the Board of Directors approved Articles of Amendment of the Amended and Restated Articles of Incorporation (the “Articles of Amendment”) for the Series A Preferred, which designate the rights, preferences, privileges and limitations of 1,000,000 shares of a series of the Company’s preferred stock, designated as the Series A Preferred.”

Hongchang International Co., Ltd: Company changed fiscal year end from December 31 to March 31 (effective 2025-05-12).

“On May 12, 2025, the board of directors of Hongchang International Co., Ltd (the “Company”) approved a change in the Company’s fiscal year end from December 31 to March 31.”

ALNYLAM PHARMACEUTICALS, INC.: Certificate of Amendment filed to allow for officer exculpation (effective 2025-05-08).

“the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation to allow for officer exculpation (the “Certificate of Amendment”).”

FORUM ENERGY TECHNOLOGIES, INC.: Amendment to increase authorized shares of common stock (effective 2025-05-12).

“The Charter Amendment became effective upon the filing of a Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) with the Secretary of State of the State of Delaware on May 12, 2025.”

Audax Credit BDC Inc.: Repealed certain provisions of the bylaws that were redundant of the Delaware General Corporation Law or Delaware common law (effective 2025-05-07).

“On May 7, 2025, the board of directors (the “Board”) of Audax Credit BDC Inc. (the “Company”) approved an amendment and restatement of the Bylaws of the Company (the “Amended and Restated Bylaws”) in order to repeal certain provisions of the Company’s bylaws that were redundant of either the Delaware General Corporation Law or the applicable common law of the State of Delaware.”

Galaxy Digital Inc.: Amended and restated bylaws in connection with the Reorganization Merger, effective May 13, 2025 (effective 2025-05-13).

“On May 13, 2025, in connection with the Reorganization Merger, the Company amended and restated its By-laws (as amended and restated, the “By-laws”).”

Galaxy Digital Inc.: Amended and restated certificate of incorporation in connection with the Reorganization Merger, effective May 13, 2025 (effective 2025-05-13).

“On May 13, 2025, in connection with the Reorganization Merger, the Company amended and restated its certificate of incorporation (as amended and restated, the “Certificate of Incorporation”), filed with the Secretary of State of the State of Delaware.”

2seventy bio, Inc.: Amended and restated by-laws in connection with merger.

“2seventy bio’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (as so amended and restated, the “ Second Amended and Restated By-Laws ”).”

2seventy bio, Inc.: Amended and restated certificate of incorporation in connection with merger.

“2seventy bio’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (as so amended and restated, the “ Second Amended and Restated Certificate of Incorporation ”).”

Cardio Diagnostics Holdings, Inc.: Certificate of Amendment to effect a 1-for-30 reverse stock split, filed with Delaware Secretary of State effective after market close on May 12, 2025 (effective 2025-05-12).

“On May 12, 2025, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect the Reverse Stock Split, effective immediately after the close of trading on Nasdaq on May 12, 2025 (the "Effective Time").”

Floor & Decor Holdings, Inc.: Adopted fourth amended and restated bylaws to implement special meeting procedures for stockholders holding 25% or more of common stock (effective 2025-05-08).

“In connection with the implementation of the Special Meeting Amendment, the Board of Directors (the “Board”) of the Company approved and adopted the Fourth Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective May 8, 2025.”

Floor & Decor Holdings, Inc.: Amended certificate of incorporation to allow stockholders holding 25% or more of common stock to call special meetings (effective 2025-05-07).

“On May 7, 2025, the stockholders of Floor & Decor Holdings, Inc. (the “Company”) at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) approved amendments (the “Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), as described in the Company’s definitive proxy statement filed on March 24, 2025 (the “Proxy Statement”) to (a) eliminate legacy classified board provisions that no longer apply, (b) provide for the exculpation of officers as permitted by Delaware law, and (c) allow stockholders holding 25% or more of the Company’s common stock to cause the Company to call special meetings of stockholders (the “Special Meeting Amendment”).”

Floor & Decor Holdings, Inc.: Amended certificate of incorporation to provide for exculpation of officers as permitted by Delaware law (effective 2025-05-07).

“On May 7, 2025, the stockholders of Floor & Decor Holdings, Inc. (the “Company”) at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) approved amendments (the “Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), as described in the Company’s definitive proxy statement filed on March 24, 2025 (the “Proxy Statement”) to (a) eliminate legacy classified board provisions that no longer apply, (b) provide for the exculpation of officers as permitted by Delaware law, and (c) allow stockholders holding 25% or more of the Company’s common stock to cause the Company to call special meetings of stockholders (the “Special Meeting Amendment”).”

Floor & Decor Holdings, Inc.: Amended certificate of incorporation to eliminate legacy classified board provisions that no longer apply (effective 2025-05-07).

“On May 7, 2025, the stockholders of Floor & Decor Holdings, Inc. (the “Company”) at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) approved amendments (the “Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), as described in the Company’s definitive proxy statement filed on March 24, 2025 (the “Proxy Statement”) to (a) eliminate legacy classified board provisions that no longer apply, (b) provide for the exculpation of officers as permitted by Delaware law, and (c) allow stockholders holding 25% or more of the Company’s common stock to cause the Company to call special meetings of stockholders (the “Special Meeting Amendment”).”

Planet Fitness, Inc.: Removal of supermajority voting requirements, removal of certain obsolete provisions, and limitation of liability of certain officers (effective 2025-05-08).

“As discussed in Item 5.07 below, upon the recommendation of the Board, at the Annual Meeting the stockholders of the Company approved amendments to the Company’s Second Restated Certificate of Incorporation regarding the removal of supermajority voting requirements, removal of certain obsolete provisions, and the limitation of liability of certain officers (the “Charter Amendments”).”

Longevity Health Holdings, Inc.: Filed certificate of amendment to effect a 1-for-30 reverse stock split of common stock (effective 2025-05-12).

“On May 9, 2025, Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), filed a certificate of amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), effective as of 9:00 a.m., Eastern Time, on May 12, 2025”

Finnovate Acquisition Corp.: Shareholders approved and Company adopted the Second Amended and Restated Memorandum and Articles of Association to extend the business combination deadline to November 8, 2025 (effective 2025-05-08).

“the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Articles”) which reflects the extension of the period within which the Company must consummate a business combination for six months until November 8, 2025”

Aquaron Acquisition Corp.: Amended and Restated Certificate of Incorporation to extend the business combination deadline monthly up to twelve times from May 6, 2025 to May 6, 2026 (effective 2025-05-06).

“Pursuant to the results of the Annual Meeting (defined below), on May 6, 2025, the Company adopted and on the same date filed its Amended and Restated Certificate of Incorporation (in the form attached as Exhibit 3.1) allowing the Company to extend the date by which the Company must consummate a business combination on a monthly basis up to twelve times from May 6, 2025 to May 6, 2026.”

HEALTHY CHOICE WELLNESS CORP.: Filed Certificate of Designation for Series A Convertible Preferred Stock with the Delaware Secretary of State, establishing terms including voting rights, liquidation preference, and conversion price (effective 2025-05-12).

“On May 12, 2025, the Company filed a Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (“Certificate of Designation”) with the Secretary of State of the State of Delaware.”

Bukit Jalil Global Acquisition 1 Ltd.: Amended and restated memorandum and articles of association replaced in entirety upon consummation of business combination.

“at the Second Merger Effective Time, the amended and restated memorandum and articles of association of BUJA, as in effect immediately prior to the Second Merger Effective Time, was amended and restated and replaced in its entirety with the form of the second amended and restated memorandum and articles of association of BUJA.”

ALERUS FINANCIAL CORP: Increased number of authorized shares of common stock from 30,000,000 to 60,000,000 (effective 2025-05-08).

“The Amendment was previously approved by the Board of Directors of the Company (the “Board”), subject to stockholder approval, and became effective on May 8, 2025 upon filing with the Delaware Secretary of State.”

STARZ ENTERTAINMENT CORP /CN/: Changed fiscal year end from March 31 to December 31 (effective 2025-05-08).

“On May 8, 2025, the Board of Directors of Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.), a corporation organized under the laws of the province of British Columbia, Canada (hereinafter the “Company”), approved a change in fiscal year end of the Company from March 31 to December 31.”

Childrens Place, Inc.: Made certain housekeeping amendments to the Charter (effective 2025-05-07).

“(iii) to approve an amendment to the Company’s Charter to make certain housekeeping amendments”

Childrens Place, Inc.: Provided stockholders the right to fill vacancies on the Board in any circumstance (effective 2025-05-07).

“(ii) to approve an amendment to the Company’s Charter to provide stockholders the right to fill vacancies on the Board in any circumstance”

Childrens Place, Inc.: Eliminated prohibition against stockholders acting by written consent without a meeting (effective 2025-05-07).

“stockholders voted (i) to approve an amendment to the Company’s Charter to eliminate the prohibition against stockholders acting by written consent without a stockholder meeting”

LIGHTBRIDGE Corp: Amended Articles of Incorporation to increase authorized Common Stock from 25,000,000 to 100,000,000 shares, as approved by stockholders at the annual meeting (effective 2025-05-08).

“The proposal to amend the Company’s Articles of Incorporation to increase the authorized shares of Common Stock from 25,000,000 to 100,000,000 was approved by the stockholders”

UNITED STATES STEEL CORP: Amendment to Certificate of Incorporation to provide for limited officer exculpation under Delaware law (effective 2025-05-08).

“On May 8, 2025, the Corporation amended its Certificate of Incorporation to provide for limited officer exculpation, as permitted by the Delaware General Corporation Law.”

PIONEER HIGH INCOME FUND, INC.: Repealed Article II, Section 13 to remove application of the Maryland Control Share Acquisition Act (effective 2025-05-06).

“On May 6, 2025, the Board of Directors of Pioneer Diversified High Income Fund, Inc., Pioneer Floating Rate Fund, Inc., Pioneer High Income Fund, Inc., Pioneer Municipal High Income Advantage Fund, Inc., Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc. (each, a “Fund”) amended the Bylaws of the Fund to remove Article II, Section 13.”