[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

---

•	a stockholder must be a stockholder of record at the time the notice is given and continue to be a stockholder of record at the time of the meeting (previously a stockholder only had to be entitled to vote at the meeting) in order to nominate a director or bring other business before the meeting;

•	a stockholder must give notice to the Company of his intent to make such nomination or propose such business not earlier than the 120th day (previously there was no beginning date for the notice period) and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting of stockholders;

•

in the event the annual meeting is scheduled to be held more than 30 days prior to the first anniversary of the preceding year’s annual meeting or more than 30 (previously 60) days after such anniversary date, a stockholder must give notice not earlier than the 120th day (previously there was no beginning date for the notice period) prior to the scheduled date of the annual meeting and not later than the close of business on the 90th day prior to the scheduled date of the annual meeting or, if later, the 10th day following the date of public disclosure of the scheduled date of the annual meeting;

•

a stockholder providing notice of a director nomination must include a description of any other agreement, arrangement or understanding, including but not limited to those providing for any compensation, payment or other benefit, whether direct or indirect, that has been entered into within the 24-month period prior to the date of the notice (previously there was no look-back period) or is in effect as of the date of notice, between or among the stockholder, any stockholder associated person, any proposed nominee, any nominee associated person or any other person, and that relates to the nomination or the proposed nominee’s service as a director of the Company;

•	a stockholder providing notice of a director nomination must include information about any compensation, payment other benefit received, directly or indirectly, by any proposed nominee or any nominee associated person that relates to the nomination or the proposed nominee’s service as a director of the Company (previously this information was not specifically required to be included);

---

•

the written representations and agreements required to be included in a proposed nominee’s questionnaire, which is part of the stockholder’s notice of a director nomination pursuant to Section 2.08, have been amended to require the following additional representations by the proposed nominee: that such proposed nominee (i) would qualify for service as a director under Section 3.02 of the Bylaws, (ii) is not and will not become a party to or beneficiary of any agreement, arrangement or understanding, whether direct or indirect, with any person or entity other than the Company providing for, directly or indirectly, any compensation, payment or other benefit from any person or entity other than the Company, in each case that relates to such nomination or the proposed nominee’s service as a director of the Company (previously this disclosure was only required if it related to the proposed nominee’s service or action as a director), that has not been disclosed in the proposed nominee’s questionnaire (or any update or supplement thereto), or to the extent not required to be disclosed in the questionnaire (or any update or supplement thereto), within three business days thereafter in writing to the Company and (iii) has not received and will not receive, directly or indirectly, any compensation, payment or other benefit from any person or entity other than the Company, in each case that relates to such nomination or the proposed nominee’s service as a director of the Company, that has not been disclosed in the proposed nominee’s questionnaire (or any update or supplement thereto), or to the extent not required to be so disclosed, within three business days thereafter in writing to the Company (previously this disclosure was not specifically required);

•

a stockholder must update and supplement all information required to be included in the notice pursuant to Section 2.08 or Section 2.09, so that the information is accurate as of the record date for the meeting and as of the date that is ten business days prior to the meeting date or any adjournment or postponement thereof; this requirement to update and supplement also applies to the nominee’s questionnaire pursuant to Section 2.08 (previously only some of the information in the notice was required to be updated, and the update was required only as of the record date for the meeting); and

•

the term “qualified representative” has been defined as a person who is a duly authorized officer, manager or partner of a stockholder or authorized by a writing executed by the stockholder or an electronic transmission delivered by the stockholder to act for the stockholder as proxy at the annual meeting of stockholders, and who produces the writing or electronic transmission, or a reliable reproduction thereof, at the annual meeting.

---

•	unless such person is in compliance with all applicable laws and regulatory requirements to which the Company’s directors may be subject in connection with service as director;

•	if such person is a named subject of, or has been convicted in during the prior ten years, a criminal proceeding (excluding traffic violations and other minor offenses);

•	if such person serves on the board of directors of more than two other public companies;

•

if such person is a party to or beneficiary of any agreement, arrangement or understanding, whether direct or indirect, with any person or entity other than the Company providing for, or if such person has received, directly or indirectly, from any person or entity other than the Company, any compensation, payment or other benefit relating to such person’s service as a director of the Company, subject to an exception for pre-existing employment agreements that are not materially modified and are disclosed to the Company;

•	if such person has attained the age of seventy-six (previously a person who was not an officer of the Company was ineligible to serve as a director beyond the first regular meeting of the Board of Directors after attaining age seventy-four); and

•	if such person is a former officer or former employee of the Company.

---

---

---