| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 2, 2022,
the Board of Directors (the “Board”) of the Company approved certain amendments to the Company’s Second
Amended and Restated Bylaws, effective as of that date (as so amended, the “Bylaws”), including the following:
Remote Communication for Stockholder Meetings
The Bylaws now expressly permit the Board, in its sole discretion,
to determine whether annual and special meetings of shareholders will be held solely by means of remote communication as authorized by
the Indiana Business Corporation Law (the “IBCL”). In addition, the Bylaws were amended to provide that the Board may establish
guidelines and procedures in accordance with applicable provisions of the IBCL for the participation by shareholders in a meeting by means
of remote communication, and shareholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of
shareholders will be deemed present in person and may vote at the meeting.
The Bylaws now provide that if the meeting is held solely by means
of remote communication, the list of shareholders entitled to notice of the meeting shall be open to examination by any shareholder at
any time during the meeting on a reasonably accessible electronic network. Other provisions of the Bylaws were also amended to reflect
that shareholder meetings may be held by remote communication.
Shareholder Proposals and Procedures
The Bylaws provide that for nominations for director or other business
to be properly brought before an annual meeting by a shareholder, the shareholder must be a shareholder of record at the time of giving
the notice, must be entitled to vote at the meeting and must comply with the procedures set forth in the Bylaws. The Bylaws provide that
this is the exclusive means for a shareholder to propose business (other than a proposal included in the Corporation’s proxy materials
pursuant to and in compliance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
at an annual meeting of shareholders.
The shareholder must have given timely notice of the proposed business
or nomination in proper written form to the Secretary of the Company at the principal office of the Company. To be timely, a shareholder’s
notice must be delivered to or mailed and received at the principal office of the Company by the close of business not less than 90 days
nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, or if
no annual meeting was held in the preceding year, for notice by the shareholder to be timely, it must be received not earlier than the
close of business on the 120th day prior to such annual meeting and not later than the close of business on the later
of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement
(as defined below) of the date of the annual meeting is first made.
The
Bylaws provide that the shareholder’s notice must set forth specified information, including without limitation, related to the
business to be brought or the nominee for director, the shareholder giving the notice and any associated person on whose behalf the proposal
or nomination is made, the shares and other interests held by the shareholder or any associated person, that such shareholder will continue
to be a holder of record of shares through the date of the meeting, and whether the shareholder intends to solicit proxies for the proposal
or nomination. In addition, the shareholder must comply with all applicable requirements of state and federal law, including the Exchange
Act and the rules and regulations thereunder. The Bylaw amendments also provide that any shareholder directly or indirectly soliciting
proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.
The
Bylaws now provide that if any shareholder provides notice pursuant to Rule 14a-19 under the Exchange Act and subsequently notifies
the Company that such shareholder no longer intends to solicit proxies in support of director nominees other than the Company’s
director nominees in accordance with Rule 14a-19 or fails to comply with all requirements of Rule 14a-19 under the Exchange Act, then
such shareholder’s nominations shall be deemed null and void. In addition, if a shareholder does not appear or send a qualified
representative to present his or her nomination at a meeting, the Company need not present such nomination for a vote at such meeting,
even if proxies in respect of such nomination may have been received by the Company.
Meeting Adjournments
The Bylaws provide that notice of adjournment of a shareholder meeting
need not be given if the date, time and place, if any, to which it is adjourned and the means of remote communication, if any, by which
shareholders may be deemed to be present in person and vote at the meeting are announced at such meeting, unless, after adjournment, a
new record date is or must be fixed for the adjourned meeting.
The Bylaws also provide that except to the extent otherwise required
by law, in no event will the adjournment, recess or postponement of a meeting commence a new time period (or extend any time period) for
the giving of a shareholder’s notice as described above.
Opt-Out of Mandatory Classified Board; Board
Classes; Vote Required
The Bylaws were amended to provide that, effective
as of November 2, 2022, the provisions of the IBCL that require a classified board of directors (IBCL §23-1-33-6(c)) shall no longer
apply to the Company. The Bylaws continue to provide that the Company’s directors shall be divided into three classes as nearly
equal in number as possible, with directors in each class elected for three-year terms.
The Bylaws state, consistent with voting standard
prior to the amendments, that if a quorum is present, the nominees for director receiving a plurality of the votes cast will be elected
to the Board.
General
The
Bylaws also make a variety of other language and conforming changes and other technical edits and updates. The foregoing description
of the Bylaws, as amended, do not purport to be complete and are qualified in their entirety by reference to the Bylaws, as amended, which
are attached as Exhibit 3.1 hereto and incorporated herein by reference.