Governance Changes

Nuburu, Inc.: Reduced stockholder meeting quorum requirement from majority to one-third of voting power (effective 2024-11-12).

“on November 12, 2024, Nuburu, Inc. (the “Company”), adopted an amendment to the Company’s Amended and Restated By Laws (the “By Laws”), effective immediately, in order to amend the quorum requirement set forth in the first sentence of Section 2.4 of the By Laws, such that, at any meeting of the stockholders of the Company, one-third of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting, present in person or by proxy, shall constitute a quorum for the transaction of business.”

Owlet, Inc.: Amended and restated bylaws to address universal proxy rules, enhance procedural mechanics and disclosure for stockholder nominations and proposals, and require non-white proxy cards for stockholders soliciting proxies (effective 2024-11-07).

“On November 7, 2024, the Board of Directors (the “Board”) of Owlet, Inc. (the “Company”) approved and adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”

OSR Holdings, Inc.: Amended charter to remove the net tangible asset requirement (effective 2024-11-12).

“The stockholders also approved a proposal to amend the Charter to remove the net tangible asset requirement in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the U.S. Securities and Exchange Commission”

OSR Holdings, Inc.: Amended charter to extend business combination deadline from November 14, 2024 to February 14, 2025 (effective 2024-11-12).

“The Certificate of Amendment to the Charter (the “ Charter Amendment ”) was filed with the Delaware Secretary of State and has an effective date of November 12, 2024.”

Finnovate Acquisition Corp.: Amended charter to extend business combination deadline from November 8, 2024 to May 8, 2025 (effective 2024-11-08).

“a proposal to amend the Company’s amended and restated memorandum and articles of association, as amended (the “ Charter Amendment ”) to extend the date by which the Company has to consummate an initial business combination from November 8, 2024 to May 8, 2025”

Mountain Crest Acquisition Corp. V: Extended the business combination period to November 16, 2025, by amending paragraph E of Article Sixth of the Charter (effective 2024-11-08).

“by which the Company has to consummate an initial business combination to November 16, 2025, by revising paragraph E of Article Sixth of the Charter.”

Jet.AI Inc.: Filed a Certificate of Correction to the Certificate of Amendment to provide that fractional shares resulting from the reverse stock split will be paid in cash instead of being issued (effective 2024-11-12).

“The Company filed with the Secretary of State of the State of Delaware the Certificate of Correction stating that fractional shares that would otherwise result from the Reverse Stock Split will receive a cash payment in lieu of such fractional share. The effective date and time of the Certificate of Amendment will remain 12:01 a.m. on November 12, 2024.”

Willow Lane Acquisition Corp.: Filed amended and restated memorandum and articles of association, effective November 7, 2024 (effective 2024-11-07).

“On November 7, 2024, 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 November 7, 2024.”

Primo Brands Corp: Upon consummation of the Transaction, the bylaws were amended and restated in their entirety.

“Upon consummation of the Transaction, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety.”

Primo Brands Corp: Upon consummation of the Transaction, the certificate of incorporation was amended and restated in its entirety.

“Upon consummation of the Transaction, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety.”

MARCUS CORP: Changed fiscal year end from a 52-53 week year ending on the last Thursday of December to a calendar year ending on December 31, effective beginning with fiscal year 2025 (effective 2024-11-06).

“On November 6, 2024, the Board of Directors of The Marcus Corporation (the “Company”) approved a change in the fiscal year end from a 52-53 week year ending on the last Thursday of December to a calendar year ending on December 31, effective beginning with fiscal year 2025.”

OCCIDENTAL PETROLEUM CORP /DE/: Amended indemnification provisions to require advancement of expenses for indemnified persons, restrict indemnification for director/officer-initiated actions unless authorized, allow indemnified persons to sue for unpaid amounts, and make indemnification for employees/agents permissive rather than (effective 2024-11-06).

“Amend certain portions of the indemnification provisions to provide that the Company shall advance the payment of expenses to any person entitled to indemnification under the By-laws, provide that the Company shall only indemnify a director or officer for actions initiated by such director or officer if the Board authorizes or ratifies such proceeding, acknowledge that if a claim under the indemnification and expense advancement provisions of the By-laws is not paid in full by the Company after a certain time period, the indemnified person may bring suit against the Company to recover the unpaid amount, and provide that the Company may, but is no longer required to, grant rights to indemnification and advancement of expenses to any employee or agent of the Company to the same extent that such rights are granted to directors and officers of the Company.”

OCCIDENTAL PETROLEUM CORP /DE/: Updated procedural and disclosure requirements for stockholder-submitted nominations and other business proposals, including additional informational requirements, timing for additional nominations, and representation on proxy solicitation (effective 2024-11-06).

“Update procedural and disclosure requirements for stockholder-submitted nominations and/or other business proposals, including, among other things, to: o require that a stockholder’s notice include additional informational requirements, including information from individuals who control stockholders that are entities and, in the case of a nomination, a completed and signed nominee questionnaire, and that certain information be updated as of the meeting’s record date, o provide the timing to submit additional nominations if the number of directors to be elected at an annual meeting is increased after the original nomination window closes and the Company does not publicly announce the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year’s annual meeting, and o require any stockholder submitting a nomination notice to make a representation as to whether such stockholder will solicit proxies (i) in support of its director nominees”

OCCIDENTAL PETROLEUM CORP /DE/: Removed provision that Board's determination on stockholder special meeting request compliance was conclusive and binding (effective 2024-11-06).

“Remove a provision related to stockholder special meeting requests to no longer provide that the Board's determination as to whether a stockholder satisfied the requirements for calling a special meeting is “conclusive and binding””

OCCIDENTAL PETROLEUM CORP /DE/: Modified bylaws to align with recent amendments to Delaware General Corporation Law, including provisions on remote communications, meeting adjournments, stockholder list access, notice requirements, board action by consent, and stock certificate authorizations (effective 2024-11-06).

“Modify the By-laws to align with the Delaware General Corporation Law as a result of recent amendments, including provisions related to meetings held by remote communications, stockholder meeting adjournments, accessing the Company’s stockholder list, various procedural mechanics regarding Board and stockholder notice requirements, Board action by consent, and authorizations to sign stock certificates”

PAMT CORP: Redomestication from Delaware to Nevada, adopting new Nevada Articles and Bylaws, and increasing authorized common stock from 50M to 100M shares (effective 2024-11-07).

“On November 7, 2024, the Company effected the Redomestication by filing, among other things, Articles of Domestication and the Nevada Articles of PAMT CORP with the Secretary of State of the State of Nevada, as well as a Certificate of Conversion with the Secretary of State of the State of Delaware.”

BIOLIFE SOLUTIONS INC: On November 12, 2024, the Company amended and restated its bylaws to make certain updates and revisions, including provisions about meeting adjournments, quorum requirements, record dates, meeting conduct, advance notice for stockholder proposals, director vacancies, officer positions, indemnificati (effective 2024-11-12).

“On November 12, 2024, the Company amended and restated its bylaws to make certain updates and revisions (the “Amended and Restated Bylaws”).”

RLI CORP: Amended and restated bylaws effective immediately, with changes to stockholder meeting procedures, director nominations, universal proxy rules, director removal, and other governance provisions (effective 2024-11-07).

“On November 7, 2024, in connection with a periodic review of the bylaws of RLI Corp. (the “ Company ”), the Company’s board of directors (the “ Board ”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “ Amended and Restated Bylaws ”), effective immediately.”

Hyperscale Data, Inc.: Filed Certificate of Designation establishing 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock (effective 2024-11-11).

“On November 11, 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 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock”

PENN Entertainment, Inc.: Amended bylaws to comply with universal proxy rules, requiring evidence of compliance and use of non-white proxy cards by shareholders soliciting proxies (effective 2024-11-11).

“On November 11, 2024, the Board of Directors of PENN Entertainment, Inc. (the “Company”) approved and adopted, effective as of that date, certain amendments to the Company’s Fourth Amended and Restated Bylaws (as amended), which are reflected in the Company’s Fifth Amended and Restated Bylaws (the “Fifth A&R Bylaws”).”

KUSTOM ENTERTAINMENT, INC.: Reduced the quorum requirement for stockholder meetings to 33 1/3% of issued and outstanding stock (effective 2024-11-06).

“On November 6, 2024, the Company adopted Amendment No. 1 to Bylaws (“Bylaws”) with the approval of the Company’s board of directors. The Bylaws were amended to reduce the quorum requirement at any meeting of the Company’s stockholders to thirty-three and one-third percent (33 1/3%) of the stock issued and outstanding and entitled to vote at such meeting.”

Century Communities, Inc.: Amendment to bylaws to clarify that Chair and Vice Chair positions can be executive or non-executive (effective 2025-01-01).

“the Board approved and adopted an amendment to the Company’s Amended and Restated Bylaws, effective as of January 1, 2025, to clarify that each of the Chair of the Board and Vice Chair of the Board position, if any, can be either an executive or non-executive position.”

Empery Digital Inc.: Amendment to certificate of incorporation to effect a 1-for-8 reverse stock split of common stock (effective 2024-11-08).

“Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-eight (1:8) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 11:59 p.m. Eastern Time on November 8, 2024 (the “Effective Time”).”

Cadre Holdings, Inc.: The board approved and adopted the Second Amended and Restated Bylaws, updating advance notice provisions for director nominations and stockholder proposals, stockholder list availability, committee governance, forum for adjudication, and ministerial modifications (effective 2024-11-05).

“On November 5, 2024, the board of directors of Cadre Holdings, Inc. (the “Company”) approved and adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”), which became effective immediately upon such approval and adoption.”

Jet.AI Inc.: Certificate of Amendment to effect a 1-for-225 reverse stock split of common stock, approved by Board on November 4, 2024 and filed with Delaware Secretary of State on November 8, 2024 (effective 2024-11-12).

“The Reverse Split will be effective as of 12:01 a.m. on November 12, 2024 (the “ Effective Date ”)”

Cartesian Growth Corp II: Shareholders approved amendment to eliminate the net tangible assets redemption limitation and related requirement for consummating initial business combination (effective 2024-11-06).

“The shareholders approved the proposal to amend the Company’s Charter to eliminate (i) the limitation that the Company shall not redeem the Class A Ordinary Shares to the extent that such redemption would result in the Company’s failure to have net tangible assets of at least $5,000,001, upon consummation of the Company’s initial business combination (such limitation, the "Redemption Limitation"), and (ii) the requirement that the Company shall not consummate an initial business combination unless the Redemption Limitation is not exceeded (together, the "NTA Requirement Amendment Proposal")”

Cartesian Growth Corp II: Shareholders approved amendment to extend deadline for initial business combination from November 10, 2024 to up to November 5, 2025, with monthly extension payments (effective 2024-11-06).

“The shareholders approved the proposal to amend the Company’s Charter to extend the date by which the Company must (1) effect a merger, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities, which we refer to as our initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company ("Class A Ordinary Shares"), included as part of the units sold in the Company’s initial public offering that was consummated on May 10, 2022 (the "IPO") if it fails to complete such initial business combination, from November 10, 2024 (the "Current Termination Date") to up to November 5, 2025”

SOUTHSIDE BANCSHARES INC: Added Section 3.08 to the Bylaws to provide for annual executive sessions of independent directors and the role of lead independent director (effective 2024-11-08).

“On November 8, 2024, the Board of Directors (the “Board”) of Southside Bancshares, Inc. (the “Company”) adopted an Amendment (the “Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately. The Amendment adds a new Section 3.08 to the Bylaws, which provides for Executive Sessions of the Board, at which only independent directors are present, which must occur at least annually.”

LIPELLA PHARMACEUTICALS INC.: effected a one-for-eight reverse stock split of common stock (effective 2024-11-07).

“On November 7, 2024, Lipella Pharmaceuticals Inc. (the “Company”), acting pursuant to authority received at an annual meeting of its stockholders on September 10, 2024, filed with the Secretary of State of the State of Delaware a certificate of amendment (the “Charter Amendment”) to its second amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), which effected a one-for-eight reverse stock split (the “Reverse Stock Split”) of all of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).”

RETAIL OPPORTUNITY INVESTMENTS CORP: Added Article XIV to Bylaws designating exclusive forum for certain state law claims and Securities Act claims (effective 2024-11-06).

“On November 6, 2024, the Company Board approved and adopted an amendment (the “Bylaw Amendment”) to the Company’s Second Amended and Restated Bylaws (the “ Bylaws ”), to add a new Article XIV that provides that the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for state law claims for (a) any Internal Corporate Claim”

CALERES INC: Increased the number of directors from eleven to twelve (effective 2024-11-05).

“On November 5, 2024, the Board of Directors amended Article II, Section 1 of the Company’s Bylaws to increase the number of directors from eleven to twelve effective as of the same date.”

Sharps Technology Inc.: Amended and restated bylaws to require one-third of stockholders to be present to organize a meeting of stockholders for transaction of business (effective 2024-11-04).

“On November 4, 2024, the board of directors of Sharps Technology, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Amended Bylaws”), which became effective as of that same date. The Amended Bylaws now require one-third (1/3) of stockholders to be present to organize a meeting of stockholders for the transaction of any business. The amendment was to Section 2.8 of the bylaws.”

BITMINE IMMERSION TECHNOLOGIES, INC.: Approved Certificate of Designation for Series B Convertible Preferred Stock (effective 2024-11-04).

“On November 4, 2024, the Company approved a Certificate of Designations, Rights and Preferences of Series B Convertible Preferred Stock (the “ Certificate of Designation ”) with the Delaware Secretary of State, which authorized the creation and issuance of up to 3,000 shares of Series B Convertible Preferred Stock (the “ Series B Preferred ”).”

AMAZE HOLDINGS, INC.: Adopted an amendment to VINE's bylaws inserting a new Article XI to exempt acquisitions under the Business Combination Agreement from Nevada's 'Acquisition of Controlling Interest' statutes.

“The amendment inserts a new Article XI that states that the “Acquisition of Controlling Interest” statutes set forth in Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes shall not apply to any “acquisition” of a “controlling interest” (as each term is defined therein) in VINE resulting from the Business Combination Agreement.”

Lomond Therapeutics Holdings, Inc.: Ceased to be a shell company as a result of the Merger.

“Prior to the Merger, we were a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Merger, we have ceased to be a shell company.”

Lomond Therapeutics Holdings, Inc.: Amended and restated bylaws in their entirety (effective 2024-11-01).

“Amended and Restated Bylaws Prior to the Merger, on November 1, 2024, we amended and restated our bylaws in their entirety.”

Lomond Therapeutics Holdings, Inc.: Amended and restated certificate of incorporation (effective 2024-11-01).

“Amended and Restated Certificate of Incorporation Prior to the Merger, our board of directors approved the amendment and restatement of our certificate of incorporation on November 1, 2024, and stockholders holding 100% of the then outstanding shares of our common stock approved the amendment and restatement to our certificate of incorporation on November 1, 2024, which became effective when filed with the Secretary of State of the State of Delaware on November 1, 2024.”

DUCOMMUN INC /DE/: Changed the authorized number of directors to be between six and ten (effective 2024-11-05).

“On November 5, 2024, the Board of Directors of Ducommun Incorporated (the “Company”) amended and restated its bylaws (as so amended and restated, the “Bylaws”) to change the authorized number of directors to be not less than six (6) nor more than ten (10) until changed by an amendment to such Bylaws.”

BNB PLUS CORP.: Reduced stockholder meeting quorum to one-third of outstanding shares and granted CEO authority to adjourn meetings (effective 2024-11-07).

“On November 7, 2024, the board of directors of Applied DNA Sciences, Inc. (the “Company”) adopted a certificate of amendment (the “Certificate of Amendment”) to its bylaws (the “Bylaws”). Also on November 7, 2024, a duly authorized officer of the Company executed the Certificate of Amendment, which became effective upon execution. Among other things, the Certificate of Amendment amended the Bylaws to: ● Reduce the required quorum for any meeting of stockholders to one-third (1/3) of the issued and outstanding shares entitled to vote at a meeting from a majority of the issued and outstanding shares entitled to vote at a meeting; and ● Grant the Chief Executive Officer of the Company the authority to adjourn any meeting of stockholders of the Company.”

Monster Beverage Corp: Adopted majority voting standard for uncontested director elections, retained plurality for contested elections; updated for Delaware law changes and periodic review (effective 2024-11-06).

“On November 6, 2024, the Board approved and adopted the Fourth Amended and Restated By-laws of the Company (the “By-laws”), effective the same day.”

ROPER TECHNOLOGIES INC: Reduced shareholder ownership threshold to amend By-Laws from 66 2/3% to a majority (effective 2024-11-06).

“On November 6, 2024, the Board of Directors of Roper Technologies, Inc. (the “Company”) amended the Company’s Amended and Restated By-Laws (as so amended, the “By-Laws”) to amend Article 12, Amendments, to reduce the ownership threshold necessary for shareholders to amend the By-Laws at any meeting of stockholders from at least 66 2 ⁄ 3 % to at least a majority of the shares of stock entitled to vote.”

FUELCELL ENERGY INC: Filed Certificate of Amendment to effect a 1-for-30 reverse stock split of common stock (effective 2024-11-08).

“On November 7, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of the Certificate of Incorporation setting forth the Reverse Stock Split Amendment (the “Certificate of Amendment”), effective as of 5:00 p.m., Eastern Time, on November 8, 2024, to effect the Reverse Stock Split of the issued and outstanding shares of Common Stock and shares of Common Stock held in treasury.”

CARRIAGE SERVICES INC: The Board approved amendments to the Company's Code of Business Conduct and Ethics, including technical updates, clarification of compliance requirements, and expanded policies on suppliers/vendors, environmental, and discrimination/retaliation/harassment (effective 2024-10-30).

“Effective October 30, 2024, the Board of Directors (the “Board”) of Carriage Services. Inc. (the “Company”), on the recommendation of the Board’s Audit Committee, approved various amendments to the Company’s Code of Business Conduct and Ethics (the “Code”), which applies to all directors, officers and employees of the Company and its subsidiaries. In addition to making certain technical and administrative updates, the amendments to the Code include, among other things, summarizing and clarifying the Company’s existing compliance requirements and also identifies and expands upon certain policies, including those related to suppliers and vendors, environmental, and discrimination, retaliation and harassment.”

LKQ CORP: Updated and revised Code of Ethics with changes to sustainability, gifts and entertainment, bribery and corruption, and insider trading provisions, along with clarifying changes (effective 2024-11-05).

“On November 5, 2024, the Board of Directors for LKQ Corporation approved and adopted an updated and revised Code of Ethics (“Code”) as part of its periodic review process.”

LEGALZOOM.COM, INC.: Amended bylaws to address recent DGCL amendments and other technical changes (effective 2024-11-05).

“The amendments to the Bylaws also include revisions to address recent amendments to the Delaware General Corporation Law and other technical, conforming and clarifying changes.”

LEGALZOOM.COM, INC.: Amended advance notice provisions to limit number of nominees and modify submission window (effective 2024-11-05).

“The amendments prohibit stockholders from submitting more nominees than the number of directors up for election at the applicable meeting. The amendments also modify the window for stockholders to submit proposals or nominations for an annual meeting such that in the event the annual meeting is advanced by more than 30 days or delayed by more than 70 days from the anniversary date, notice must be received not earlier than 120 days prior to the annual meeting or not later than the later of 90 days prior to such annual meeting or the 10th day following public announcement of such annual meeting.”

LEGALZOOM.COM, INC.: Amended advance notice disclosure requirements for stockholders and director candidates (effective 2024-11-05).

“The amendments revise the advance notice disclosure requirements contained in the Bylaws to require the stockholder proposing business or nominating directors to provide certain additional information regarding the stockholder and the stockholder’s relationship with LegalZoom. Additionally, the Bylaws require any candidate for the Board nominated by a stockholder to provide certain additional representations, including representations regarding any voting agreements and any compensation agreements relating to their service as director of LegalZoom.”

LEGALZOOM.COM, INC.: Amended bylaws to require compliance with universal proxy rules and use of non-white proxy cards (effective 2024-11-05).

“The amendments address the universal proxy rules adopted by the Securities and Exchange Commission by requiring that any stockholder soliciting proxies in support of a nominee other than the Board’s nominees must comply with Rule 14a -19 under the Exchange Act. Further, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for the exclusive use by the Board.”

New Mountain Guardian III BDC, L.L.C.: Amended and restated the LLC agreement to extend the Investment Period to August 31, 2025 for using realized proceeds for investments and expenses, and to allow entering financing facilities for leverage during the Reinvestment Investment Period (effective 2024-11-05).

“1. The Company solicited consents from its unitholders to approve the A&R LLC Agreement, which would amend and restate the LLC Agreement to, among other things, (i) extend the Company’s Investment Period until August 31, 2025 for purposes of allowing the Company to retain and use the realized proceeds from the sale or repayment of its investments for making additional investments and paying Company expenses and (ii) allow the Company to enter into financing facilities to obtain leverage for purposes of making additional investment with such realized proceeds during the Reinvestment Investment Period (the “LLC Agreement Amendment Proposal”).”

Fortune Rise Acquisition Corp: Stockholders voted to approve the charter amendment proposal to extend the business combination deadline (effective 2024-11-04).

“The stockholders approved the proposal to amend the Company's Charter, to extend the date by which the Company has to consummate a business combination for an additional six months, from the Termination Date to the Extended Date, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an aggregate amount equal to $0.06 multiplied by the number of public shares of the Company that are not redeemed, for each such one-month extension unless the closing of the Company's initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.”