Governance Changes

Jaws Mustang Acquisition Corp: Amended the company's amended and restated memorandum and articles of association to extend the termination date for a business combination from December 4, 2024 to January 4, 2025, and allow further monthly extensions up to December 4, 2026 (effective 2024-11-26).

“On November 26, 2024, Jaws Mustang Acquisition Corporation (the “ Company ” or “ JWSM ”) held an extraordinary general meeting of shareholders (the “ Shareholder Meeting ”) (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association (the “ Memorandum and Articles of Association ”) to extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination (the “ Charter Extension ”) from December 4, 2024 (the “ Amended Termination Date ”) to January 4, 2025 (the “ Charter 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 twenty-three times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors (the “ Board ”), if requested by Mustang Sponsor LLC (the “ Sponsor ”), a Delaware limited liability company,”

Silexion Therapeutics Corp: Adjusted the terms of outstanding warrants due to a 1-for-9 reverse share split, decreasing the number of shares issuable per warrant and proportionately increasing the exercise price (effective 2024-11-27).

“The Company notified Warrant holders that the Company has made the following adjustments to its outstanding Warrants, effective after the close of trading on November 27, 2024, as to be reflected in the Warrants upon the open of trading on November 29, 2024: • The number of ordinary shares issuable upon the exercise of each pre-Reverse Share Split Warrant to purchase one ordinary share will decrease proportionately to the Reverse Share Split ratio, resulting in each such Warrant being exercisable for 1/9th of an ordinary share following the Reverse Share Split; and • The exercise price of each post-Reverse Share Split Warrant to purchase one whole post-Reverse Share Split ordinary share will be proportionately increased nine-fold (relative to a pre-Reverse Share Split Warrant to purchase one pre-Reverse Share Split ordinary share), to $103.50 per post-Reverse Share Split ordinary share.”

BAXTER INTERNATIONAL INC: Established exclusive forum for claims arising under the Securities Act of 1933 in the federal district courts of the United States (effective 2024-11-26).

“establish the federal district courts of the United States as the exclusive forum for any claim arising under the Securities Act of 1933, as amended;”

BAXTER INTERNATIONAL INC: Revised default voting standard for matters other than director elections to be a majority of shares entitled to vote on the matter (effective 2024-11-26).

“revise the default voting standard for matters other than director elections to be a majority of shares entitled to vote on the matter;”

BAXTER INTERNATIONAL INC: Amended and restated the Amended and Restated Bylaws with multiple changes including voting standards, director nominations, stockholder proposals, special meetings, proxy access, meeting conduct, and exclusive forum (effective 2024-11-26).

“On and effective as of November 26, 2024, the Board of Directors (the “Board”) of Baxter International Inc. (the “Company”) approved and adopted an amendment and restatement of the Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”) to, among other things:”

BCB BANCORP INC: Added Article V, Part (M) to the Restated Certificate of Incorporation to establish the Series K Noncumulative Perpetual Preferred Stock, setting forth the number of shares (4,000), designation, powers, preferences, rights, qualifications, limitations, and restrictions (effective 2024-11-22).

“On November 22, 2024, BCB Bancorp, Inc. (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation adding a new Article V, Part (M) with respect to its Series K Noncumulative Perpetual Preferred Stock (the “Series K Preferred Stock”). This amendment sets forth the number of shares to be included in the Series K Preferred Stock (4,000), and fixes the designation, powers, preferences, and rights of the shares of such new series and the qualifications, limitations and restrictions of and on such shares.”

Blackwell 3D Construction Corp.: Established a new Series D Preferred Stock with specified rights, preferences, and privileges (effective 2024-11-21).

“On November 21, 2024, the Board of Directors, pursuant to its authority to create and establish provisions for new classes of preferred stock, approved the Certificate of Designation establishing a new Series D Preferred Stock and the rights, preferences and privileges thereof. The Certificate of Designation was filed with the Secretary of State of the State of Nevada on November 21, 2024 and effective the same day.”

FTC Solar, Inc.: The Company filed a Certificate of Amendment to effect a 1-for-10 reverse stock split of its common stock, effective November 29, 2024 (effective 2024-11-29).

“As previously disclosed, at a special meeting of stockholders held on November 8, 2024, the stockholders of FTC Solar, Inc. (the “Company”) approved a proposal to authorize the Company’s board of directors (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split (the “Reverse Stock Split”) of all outstanding shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a ratio ranging from 1-for-5 to 1-for-25, with the actual split ratio and the split effective time to be determined by the Board in its discretion. The Board has approved the Reverse Stock Split at a ratio of 1-for-10, and on November 26, 2024, the Company filed with the Delaware Secretary of State a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split. The Reverse Stock Split will become effective at 5:00 p.m., Eastern Time, on No”

HPS Corporate Lending Fund: Adopted Seventh Amended and Restated Declaration of Trust to clarify that certain costs and expenses of the Administrator will not be borne by the Fund (effective 2024-11-27).

“On November 27, 2024, the Board of Trustees of the Fund adopted the Fund’s Seventh Amended and Restated Declaration of Trust (the “ Seventh Amended and Restated Declaration of Trust ”), effective the same day, in response to comments issued by certain state securities regulators in connection with their review of the Offering.”

Healthcare AI Acquisition Corp.: Amended Articles of Association to extend the deadline to complete a business combination from December 14, 2024 on a month-to-month basis until May 14, 2025 (effective 2024-12-14).

“the following proposal was approved as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination from December 14, 2024 on a month-to-month basis until May 14, 2025”

Revelyst, Inc.: Amended and restated bylaws in connection with the transaction.

“Amendment and Restatement of Bylaws On the Closing Date, in connection with the Transaction, Revelyst amended and restated its bylaws (as so amended and restated, the “Bylaws”).”

Revelyst, Inc.: Amended and restated certificate of incorporation in connection with the transaction (effective 2024-11-26).

“Amendment and Restatement of Certificate of Incorporation On November 26, 2024, in connection with the Transaction, Revelyst amended and restated its certificate of incorporation (as so amended and restated, the “Certificate of Incorporation”).”

AI Transportation Acquisition Corp: Amended charter to remove the requirement of at least $5,000,001 in net tangible assets for consummating a business combination.

“a proposal to amend by special resolution the Company’s Amended and Restated Memorandum and Articles of Association to remove the requirements limiting the Company’s ability to consummate an initial business combination if it would have less than $5,000,001 in net tangible assets (the “Redemption Limitation”) prior to or upon consummation of such initial business combination (the “NTA Proposal”).”

AI Transportation Acquisition Corp: Amended charter to extend business combination deadline by increasing one-month extensions from six to twelve, allowing extension until November 10, 2025.

“a proposal (the “Extension Amendment Proposal”) to amend by special resolution the Company’s Amended and Restated Memorandum and Articles of Association (the “existing charter”) to extend the date (the “Extension Amendment”) by which the Company must (i) consummate a business combination meaning the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction with one or more businesses whose value is at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for the business combination, (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s redeemable ordinary shares included as part of the units sol”

FACT II Acquisition Corp.: Amended and Restated Memorandum and Articles of Association became effective (effective 2024-11-27).

“The Company’s Amended and Restated Memorandum and Articles of Association became effective on November 27, 2024.”

ABERCROMBIE & FITCH CO /DE/: Amended Bylaws to revise advance notice provisions for stockholder proposals and nominations, add proxy card color rule, and allow uncertificated shares (effective 2024-11-20).

“On the Effective Date, the Board adopted the following amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of the Effective Date: • Section 1.09 of the Bylaws has been amended to revise and clarify the scope of certain procedures and disclosure requirements set forth in the advance notice provisions for stockholder submissions of proposals regarding other business at annual meetings of stockholders (other than proposals made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) (“Stockholder Proposals”), including by providing definitions of certain terms to provide additional clarification regarding the background information and disclosures required by proposing stockholders and any Stockholder Associated Person (as defined in the Bylaws) (the “Required Background Information and Disclosures”). • Section 1.10(E) was added to provide that any stockholder soliciting proxies from other stockholders must use a proxy card color othe”

Citius Pharmaceuticals, Inc.: Effected a 1-for-25 reverse stock split of common stock and decreased authorized shares from 400,000,000 to 16,000,000 (effective 2024-11-25).

“Citius Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to (i) effect a 1-for-25 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) decrease the number of total authorized shares of Common Stock from 400,000,000 shares to 16,000,000 shares. The Reverse Stock Split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of common stock for continued listing on the Nasdaq Capital Market. The Reverse Stock Split became effective at 5:00 p.m., Eastern Time, on November 25, 2024”

Beyond Air, Inc.: Increase in authorized shares of common stock from 100,000,000 to 500,000,000 via Second Amendment to Amended and Restated Certificate of Incorporation (effective 2024-11-25).

“the stockholders of the Company voted to, among other things, approve the Company’s Second Amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 500,000,000 (the “Certificate of Amendment”).”

IP STRATEGY HOLDINGS, INC.: Amended and restated Bylaws in their entirety in connection with closing of the Offering.

“in connection with the closing of the Offering, the Company’s Bylaws were amended and restated in their entirety as approved by the Company’s board of directors in connection with its approval of the certain matters relating to the Offering.”

IP STRATEGY HOLDINGS, INC.: Filed Second Amended and Restated Certificate of Incorporation (effective 2024-11-25).

“On November 25, 2024, the Company filed a Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, a copy of which is filed as Exhibit 3.1 to this Current Report.”

PMGC Holdings Inc.: Changed quorum requirement for shareholder meetings from a majority to one-third of voting power (effective 2024-11-20).

“On November 20, 2024, Elevai Labs Inc. (the “Company”) the Company amended its amended and restated bylaws (“Bylaws”) to change the quorum requirement for shareholder meetings from a majority to one-third (1/3) of the voting power of the Company’s outstanding shares entitled to vote at a meeting.”

PMGC Holdings Inc.: Amendment to Certificate of Incorporation to effect a 1-for-200 reverse stock split (effective 2024-11-27).

“On November 20, 2024, Elevai Labs Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Third and Amended Certificate of Incorporation, as amended (the “Certificate of Amendment”), to effect a 1-for-200 reverse stock split (the “Split”) of the shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), on November 27, 2024.”

EON Resources Inc.: Reduced quorum for stockholder meetings to one-third (33.33%) of voting power, retroactively applied to 2024 Annual Meeting (effective 2024-11-26).

“On November 26, 2024, the Board of Directors of EON Resources Inc. (the “Company”) approved an amendment of the Company’s Bylaws to reduce the quorum needed for stockholder meetings to one-third (33.33%) of the voting power of the shares issued and outstanding and entitled to vote at a meeting of stockholders.”

Estrella Immunopharma, Inc.: Changed fiscal year end from June 30 to December 31 (effective 2024-11-25).

“On November 25, 2024, in order to align the fiscal year of Estrella Immunopharma, Inc. (the “ Company ”) with the calendar year and facilitate the Company’s accounting and reporting processes, the Board of Directors of the Company approved a change in the Company’s fiscal year end from June 30 to December 31.”

Abpro Holdings, Inc.: Ceased being a shell company due to business combination.

“As a result of the Business Combination, ACAB ceased being a shell company.”

Abpro Holdings, Inc.: Adopted amended and restated bylaws (effective 2024-11-12).

“Effective November 12, 2024, the board of directors of ACAB also adopted the Amended and Restated Bylaws of New Abpro”

Abpro Holdings, Inc.: Adopted amended and restated certificate of incorporation (effective 2024-11-12).

“ACAB adopted the Amended and Restated Certificate of Incorporation effective as of November 12, 2024.”

VERINT SYSTEMS INC: Adopted amendments to Amended and Restated By-laws to update, narrow or remove certain procedures and disclosure requirements related to advance notice provisions for stockholder nominations and other business proposals (effective 2024-11-22).

“On November 22, 2024, the Board of Directors (the “Board”) of Verint Systems Inc. (the “Company”), acting upon the recommendation of the Corporate Governance & Nominating Committee of the Board following consideration of recent Delaware court decisions, adopted, effective immediately, amendments to the Company’s Amended and Restated By-laws (as amended, the “Amended By-laws”).”

Zoom Communications, Inc.: Amended bylaws to reflect the name change to Zoom Communications, Inc (effective 2024-11-25).

“In connection with the Name Change, the Company’s board of directors also amended the Company’s bylaws to reflect the Name Change, effective as of November 25, 2024 (the “Amended and Restated Bylaws”). No other changes were made to the bylaws.”

Zoom Communications, Inc.: Changed corporate name from Zoom Video Communications, Inc. to Zoom Communications, Inc (effective 2024-11-25).

“On November 25, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) to change its corporate name to Zoom Communications, Inc., effective November 25, 2024 (the “Name Change”).”

TRANSUITE.ORG INC.: The Board of Directors approved changing the fiscal year end from November 30 to December 31, effective immediately (effective 2024-11-19).

“On November 19, 2024, the Board of Directors of Transuite.Org Inc. (the “Company”) approved a resolution to change the Company’s fiscal year end from November 30 to December 31, effective immediately as of the date of the board resolution.”

CO2 Energy Transition Corp.: Amended and Restated Certificate of Incorporation filed, effective November 20, 2024 (effective 2024-11-20).

“On November 20, 2024, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, effective the same day.”

SYNOPSYS INC: Changed fiscal year from a 52/53-week period ending on the Saturday nearest October 31 to a calendar-month period ending October 31, effective fiscal year 2025 (effective 2024-11-25).

“Synopsys’ Board of Directors approved changing Synopsys’ fiscal year from a 52/53-week period ending on the Saturday nearest to October 31 of each year to October 31 of each year.”

Hyperscale Data, Inc.: Filed a Certificate of Designation to establish the terms, rights, and preferences of Series F Exchangeable Preferred Stock (effective 2024-11-22).

“On November 22, 2024, Hyperscale Data, Inc. (the “ Company ”) filed a Certificate of Designation, Rights and Preferences (the “ Certificate of Designation ”) with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company’s Series F Exchangeable Preferred Stock (the “ Series F Preferred Stock ”).”

ARC DOCUMENT SOLUTIONS, INC.: The Third Amended and Restated Bylaws were amended and restated in their entirety, resulting in the Fourth Amended and Restated Bylaws.

“At the Effective Time, (i) the Company’s Restated Certificate of Incorporation was amended and restated in its entirety and (ii) the Company’s Third Amended and Restated Bylaws were amended and restated in their entirety, each in accordance with the terms of the Merger Agreement.”

ARC DOCUMENT SOLUTIONS, INC.: The Restated Certificate of Incorporation was amended and restated in its entirety at the Effective Time of the merger.

“At the Effective Time, (i) the Company’s Restated Certificate of Incorporation was amended and restated in its entirety and (ii) the Company’s Third Amended and Restated Bylaws were amended and restated in their entirety, each in accordance with the terms of the Merger Agreement.”

Northwest Bancshares, Inc.: Amendment No. 1 to Bylaws updated place, date and time of annual meeting and clarified that an annual meeting may be held partially or solely by remote communication (effective 2024-11-20).

“On November 20, 2024, our Board of Directors approved and adopted Amendment No. 1 to our Bylaws (the “Amendment”), effective as of November 20, 2024, to update the place, date and time at which an annual meeting of stockholders shall be held and clarify that an annual meeting of stockholders may be held partially or solely by means of remote communication.”

Sezzle Inc.: Removed authorized shares of common prime stock and related provisions from the certificate of incorporation (effective 2024-11-20).

“Second, the Restated Certificate no longer includes 300 million authorized shares of “common prime stock.” The prior certificate of incorporation authorized the issuance of this common prime stock as part of the Company’s initial public offering in Australia and listing on The Australian Securities Exchange (the “ASX”) in 2019, and Articles IV(B) and V set forth the terms in which the common prime stock would be issued. In 2023, the Company completed its delisting from the ASX and there is no longer any need for any authorized shares of common prime stock. Accordingly, the Restated Certificate revises Article IV, IV(B) and V to remove the provisions governing common prime stock.”

Sezzle Inc.: Removed prohibition on stockholder action by written consent, now permitting written consent as per DGCL (effective 2024-11-20).

“First, the Restated Certificate amends Article IX, Section 1 to remove the prohibition on the ability of stockholders of the Company to take action by written consent, and will now permit our stockholders to take action by written consent where we have obtained the written consent of not less than the minimum number of votes that would be necessary to authorize the action at a meeting where all shares entitled to vote are present and voted, as permitted by Section 228(a) of the Delaware General Corporation Law (the “DGCL”).”

Luminar Technologies, Inc./DE: Effected a 1-for-15 reverse stock split of Common Stock via a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation (effective 2024-11-20).

“On November 20, 2024, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment (the “Certificate of Amendment”) to amend the Charter to effect the Reverse Stock Split as of 5:01 p.m., Eastern Time on November 20, 2024 (the “Effective Time”).”

PMGC Holdings Inc.: Effected a 1-for-200 reverse stock split of common stock (effective 2024-11-27).

“On November 20, 2024, Elevai Labs Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Third and Amended Certificate of Incorporation, as amended (the “Certificate of Amendment”), to effect a 1-for-200 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on November 27, 2024.”

Dragonfly Energy Holdings Corp.: Effected a one-for-nine reverse stock split of common stock via Certificate of Amendment to Articles of Incorporation (effective 2024-11-22).

“On November 12, 2024, Dragonfly Energy Holdings Corp. (the “ Company ”) filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada (the “ Certificate of Amendment ”) to be effected at 6:00 a.m. Eastern Time on November 22, 2024, a one-for-nine 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 ”).”

FutureTech II Acquisition Corp.: Amended certificate of incorporation to extend business combination deadline up to August 18, 2025 and provide Class B stockholders with one-to-one conversion rights into Class A common stock (effective 2024-11-21).

“As approved by its stockholders at the Special Meeting, the Company filed the Charter Amendment with the Delaware Secretary of State on November 21, 2024, (1) to extend the date by which the Company has to consummate a business combination for an additional nine months, from November 18, 2024 (the “ Termination Date ”) to up to August 18, 2025, by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the Termination Date, until August 18, 2025 or a total of up to nine months after the Termination Date, or such earlier date as determined by the Company’s board of directors (the “ Board ”), unless the closing of the Company’s initial business combination shall have occurred (the “ Extension ”), provided that FutureTech II Partners LLC (the “ Sponsor ”) (or its affiliates or permitted designees) will deposit into the trust account established for the benefit of the Company’s public stock”

MGO Global Inc.: Amended Section 3 of Article IV of the Bylaws to allow a stockholder to vote at a meeting either in person, or by proxy that is either in writing or filled in through electronic or telephonic means (effective 2024-11-18).

“Section 3 of Article IV of the Bylaws was amended to provide that a stockholder may vote at a meeting of stockholders either (i) in person, or (ii) by proxy that is either in writing or filled in through electronic or telephonic means.”

MGO Global Inc.: Amended Section 1 of Article IV of the Bylaws to require 33 1/3% of shares issued and outstanding and entitled to vote, represented in person or by proxy, to constitute a quorum (effective 2024-11-18).

“Section 1 of Article IV of the Bylaws was amended to provide that the holders of 33 1/3 % of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation”

Nature's Miracle Holding Inc.: Effected a one-for-thirty (1-for-30) reverse stock split of the Company's common stock via Certificate of Amendment to the Amended and Restated Certificate of Incorporation (effective 2024-11-21).

“On November 18, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a one-for-thirty (1-for-30) reverse split (the “Reverse Split”). The Reverse Split became effective on November 21, 2024.”

FORTRESS CREDIT REALTY INCOME TRUST: Adopted Fourth Amended and Restated Declaration of Trust to designate new Class J-1, J-2, and J-3 common shares (effective 2024-11-18).

“On November 18, 2024, the Company adopted the Fourth Amended and Restated Declaration of Trust (the “ Amended Declaration of Trust ”) pursuant to which the Company designated the New Shares.”

Merck & Co., Inc.: Amended and restated by-laws to revise and update indemnification provisions, with other non-substantive and conforming revisions (effective 2024-11-19).

“On November 19, 2024, the Board approved and adopted amended and restated by-laws of the Company (as so amended and restated, the "By-Laws"), effective as of such date. The amendments to the By-Laws revise and update the indemnification provisions applicable to the Company's directors, officers, employees and agents.”

NORTHERN TRUST CORP: Amended and restated By-laws to address Rule 14a-19 under the Exchange Act (Universal Proxy Rules), including requirements for nominating stockholders regarding use of universal proxy, certification, proxy card color, and remedy for non-compliance (effective 2024-11-19).

“On November 19, 2024, the Board of Directors of Northern Trust Corporation (the “Corporation”) amended and restated the Corporation’s By-laws (as so amended and restated, the “By-laws”) to address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including: (a) requiring nominating stockholders to make a representation as to whether they intend to use the Universal Proxy Rules; (b) requiring stockholders intending to use the Universal Proxy Rules to provide a written certification of the satisfaction of the requirements of the Universal Proxy Rules at least five business days before the applicable meeting; (c) requiring the stockholder to use a proxy card color other than white, which is reserved for the exclusive use of the Corporation; and (d) providing the Corporation a remedy if a stockholder fails to satisfy the requirements of the Universal Proxy Rules.”

CBRE GROUP, INC.: Amended and restated Bylaws to permit the Board to nominate more than one management member for election to the Board (effective 2024-11-21).

“Article II, Section 1 has been amended to permit the Board to nominate for election to the Board more than one member of the Company's management.”