DIS Shareholders and Stock Info ONLY

[wabbott]

https://www.nytimes.com/2023/11/29/business/disney-board-members.html

Disney, Facing Activist Investor Pressure, Adds 2 Board Members
November 29, 2023
by Brooks Barnes


The Walt Disney Company, bracing for a second proxy battle with the activist investor Nelson Peltz, reinforced its board on Wednesday.

James P. Gorman, Morgan Stanley’s chief executive, and Jeremy Darroch, who formerly ran Sky, a British television company, will join Disney’s board early next year, according to a securities filing. “Their appointments reflect Disney’s commitment to a strong board focused on the long-term performance of the company, strategic growth initiatives, the succession planning process and increasing shareholder value,” Disney said in a statement.

The board’s chairman, Mark G. Parker, who is the executive chairman of Nike, said in a statement that Mr. Gorman was “integral to Morgan Stanley’s well-managed succession process over the past year.”

Francis A. deSouza, a technology executive who has served on the Disney board since 2018, will not stand for re-election at Disney’s annual meeting in the spring, leaving the company with 12 directors.

While a search started in April, according to Disney’s filing, the board reinforcements were announced as multiple activist investors circle the company. Most notably, they include Mr. Peltz, who has been jockeying for multiple seats on Disney’s board and is aligned with Ike Perlmutter, a disgruntled former employee who is one of Disney’s largest independent shareholders. Mr. Perlmutter, who sold Marvel Entertainment to Disney in 2009, was pushed out of the company in March.

Representatives for Mr. Peltz and Mr. Perlmutter did not respond to queries.

“We have to obviously contend with them in some form,” Robert A. Iger, Disney’s chief executive, said about activist investors earlier on Wednesday at the DealBook Summit. “I’m certain that the board will hear them out in terms of what their plans are, what their ideas are.”

Mr. Iger added: “I have a lot to do. I’m not going to get distracted by any of that.”

Last year, Mr. Perlmutter agitated — from his perch inside Disney — for Mr. Peltz to join the board. When he was rebuffed, Mr. Peltz started a proxy battle to put himself on the board, saying he would cut costs, revamp Disney’s streaming business and clean up the company’s messy succession planning. Mr. Peltz withdrew in February when Disney put in place a restructuring plan and cut $5.5 billion in costs. The cost-cutting ended up closer to $7.5 billion.

The pair re-emerged last month. They have been planning a new fight for board seats — the nominating window opens on Tuesday and runs until Jan. 4 — and have cited Disney’s languishing stock price as a reason. Disney shares closed on Wednesday at $92.50, an increase of about 13 percent from early last month but down about 48 percent from a March 2021 high.

Mr. Peltz has also faulted Disney for mishandling succession. After his contract was extended multiple times, Mr. Iger turned the company over to Bob Chapek in 2020. Two chaotic years later, Disney fired Mr. Chapek and reinstated Mr. Iger as chief executive. His current contract expires at the end of 2026, and he has said he will leave the company for good then.

Disney has said “robust” succession planning is underway, with a search extending outside the company.

Another activist investor, ValueAct Capital, has also amassed a large stake in Disney and sees the shares as undervalued. ValueAct, a fund in San Francisco that has taken stakes in companies like Microsoft, Spotify and The New York Times, is known for working with its targets and is not expected to fight for a board seat.

 

[wabbott]

This is basically what Barry Diller had suggested a few months ago.

And, am i mis-remebering things or does that sound a bit like one of the tings that got Bob 2.0 in trouble, pushing streaming costs off to linear? JK, I'm sure Bob 3.0 will do it right.

https://deadline.com/2023/08/disney-bob-iger-lawsuit-streaming-costs-1235530682/

Disney, Bob Iger, Bob Chapek Hit With Another Investors Suit Over “Fraudulent” Streaming Costs
By Dominic Patten
8/29/23

https://deadline.com/wp-content/uploads/2023/08/Disney-Invests-Suit-Aug-2023.pdf

“To conceal these adverse facts, defendants engaged in a fraudulent scheme designed to hide the extent of Disney+ losses and to make the growth trajectory of Disney+ subscribers appear sustainable and 2024 Disney+ targets appear achievable when they were not. Specifically, defendants used the newly created DMED to inappropriately shift costs out of the Disney+ platform and onto legacy platforms,”

 

[wabbott]

https://www.ft.com/content/c527db2b-d2e5-4075-9ede-65e54adf04b5

James Gorman and Jeremy Darroch join Disney board before Nelson Peltz proxy fight
Morgan Stanley chair and former Sky chief executive will serve on committee to pick Bob Iger’s successor
Christopher Grimes in Los Angeles and Brooke Masters in New York
11/29/23

Walt Disney has appointed two new directors — outgoing Morgan Stanley chair and chief executive James Gorman and Sir Jeremy Darroch, former group CEO of Sky — just days before activist investor Nelson Peltz is expected to nominate candidates for the company’s board.

The Disney board and Bob Iger, who returned as Disney chief executive last year, have come under fire from investors and governance experts for poor succession planning. The moves announced on Wednesday will place Gorman, who is stepping down as chief of Morgan Stanley at the end of this year, on a special succession planning committee.

Gorman, a former management consultant, has won kudos from investors and analysts for the way he organised his departure from the bank. After a succession race that was marked by its lack of acrimony, the two losing internal candidates have stayed on and accepted larger jobs under the winner, Ted Pick.

Darroch, who succeeded James Murdoch in 2007 at what was then a linear UK satellite broadcaster, is credited with turning Sky into one of Europe’s largest multiplatform TV providers in his 13 years at the helm.

Peltz and his firm, Trian Partners, began increasing their stake in Disney this year and have plans to request multiple seats on the company’s board when nominations open on December 5. Peltz abandoned an earlier bid for a single Disney board seat in February after Iger initiated a series of cost cuts and pledged to reinstate a dividend. A representative for Peltz did not respond to requests for comment.

ValueAct Capital, an activist firm run by Mason Morfit, has also built a significant stake in Walt Disney.Earlier this month Iger announced an additional $2bn in cuts on top of the $5.5bn programme he unveiled last year. Iger also said at the time that Disney was on track to introduce a small dividend by the end of this year. The company stopped paying a dividend during the coronavirus pandemic.

Disney began a “comprehensive” search for new board members in April and said the appointments reflected the board’s commitment to “the succession planning process”. Earlier on Wednesday Iger told a New York Times conference that he planned to step down when his contract ends in 2026.

Disney’s board has been criticised for being too close to Iger after it granted him multiple contract extensions, which some investors have said may have cost Disney good potential chief executive candidates. Iger’s handpicked successor, Bob Chapek, lasted in the job for less than three years.

Gorman will become Morgan Stanley’s executive chair but he has been adamant that he sees that role as a purely transitional arrangement and plans to shift to a portfolio career relatively quickly.Disney said board member Francis deSouza will not stand for re-election at the annual meeting scheduled for next spring.

 

[wabbott]

Ran across this piece this morning that I don't believe has ever been posted. It alleges, repeat alleges, that the Iger/Chapek transition was fraught with problems from the start. Also, keep in mind that the article is from DIS' competitor Comcast/NBC Universal. It's too long to post here.

https://www.cnbc.com/2023/09/06/disney-succession-mess-iger-chapek.html

Disney’s wildest ride: Iger, Chapek and the making of an epic succession mess

Published Wed, Sep 6 2023 - 6:00 AM EDT - Updated Thu, Oct 19 2023 - 2:07 PM EDT
Alex Sherman@sherman4949

Key Points

• What did a private bathroom, Oogie Boogie and a hippo have to do with the behind-the-scenes chaos between Bob Iger and Bob Chapek at Disney?
• Here’s the inside story of a CEO succession plan gone awry — a cautionary tale about ego and hubris at the highest levels of corporate America.
• This article is based on conversations with more than two dozen people who worked closely with Iger and Chapek between 2020 and 2022.

 

[wabbott]

https://www.hollywoodreporter.com/b...rward-proxy-fight-disney-bob-iger-1235701740/

Nelson Peltz Moving Forward With Proxy Fight Against Disney
Peltz's Trian Partners said Thursday that it "intends to take our case for change directly to shareholders."

by Alex Weprin
November 30, 2023 7:49am

Disney will have to deal with a new proxy fight, as activist investor Nelson Peltz will seek board seats at the company.

Peltz’s Trian Partners said Thursday morning that, having not received a warm welcome from Disney’s board of directors or from CEO Bob Iger, “Trian intends to take our case for change directly to shareholders.”

Disney’s next shareholder meeting will take place in the spring.

Trian said that it spoke with Iger this week, and that Disney extended an offer for Trian to meet with its board of directors. However, the board also said that it would not extend an offer for Peltz to join it as a director.

The news come a day after Disney named two new members to its board: Morgan Stanley CEO James Gorman and former Sky CEO Sir Jeremy Darroch. Disney said the process to add them began in April 2023, and that one current director, Francis deSouza, would be stepping aside.

“Since we gave Disney the opportunity to prove it could ‘right the ship’ last February, up to our re-engagement weeks ago, shareholders lost ~$70 billion of value,” Trian said in a statement. “Investor confidence is low, key strategic questions loom, and even Disney’s CEO is acknowledging that the Company’s challenges are greater than previously believed. While James Gorman and Sir Jeremy Darroch represent an improvement from the status quo, the addition of these directors will not, in our view, restore investor confidence or address the root cause behind the significant value destruction and missteps that this Board has overseen. Trian intends to take our case for change directly to shareholders.”

 

[wabbott]

https://www.cnbc.com/video/2023/11/...with-disneys-strategy-pucks-matt-belloni.html

Bob Iger is ‘doing a little bit of revisionist history’ with Disney’s strategy: Puck’s Matt Belloni

Matt Belloni, Puck founding partner, joins ‘Squawk Box’ to discuss Disney CEO Bob Iger’s interview at The New York Times DealBook Summit, the state of streaming, struggling box office numbers, and more.

 

[wabbott]

https://www.businesswire.com/news/h...ement-Regarding-The-Walt-Disney-Company-Board

Trian Issues Statement Regarding The Walt Disney Company Board

November 30, 2023 10:24 AM Eastern Standard Time

NEW YORK & PALM BEACH, Fla.--(BUSINESS WIRE)--Trian Fund Management, L.P. (together with its affiliates, “Trian” or “we”) beneficially owns approximately $3 billion of stock in The Walt Disney Company (NYSE: DIS) (“Disney” or the “Company”). This morning, following conversations with Disney’s CEO, Disney extended an offer to Trian to meet with the Board but informed Trian that the Board is turning down Trian’s recent request for Board representation, including Nelson Peltz. Trian said the following regarding the discussions:

“Since we gave Disney the opportunity to prove it could ‘right the ship’ last February, up to our re-engagement weeks ago, shareholders lost ~$70 billion of value. Disney's share price has underperformed proxy peers and the broader market over every relevant period during the last decade and over the tenure of each incumbent director. Investor confidence is low, key strategic questions loom, and even Disney's CEO is acknowledging that the Company's challenges are greater than previously believed. While James Gorman and Sir Jeremy Darroch represent an improvement from the status quo, the addition of these directors will not, in our view, restore investor confidence or address the root cause behind the significant value destruction and missteps that this Board has overseen. Trian intends to take our case for change directly to shareholders.”

 

[HokieRaven5]

Statement From The Walt Disney Company

BURBANK, Calif., November 30, 2023 – The Walt Disney Company (NYSE: DIS) issued the following statement today in response to the statement released by Nelson Peltz, founding partner of Trian, relating to Disney and its Board of Directors:

The Walt Disney Company has a proven track record of delivering long-term value to our shareholders and is in the midst of a significant transformation to reinforce our position as the world’s preeminent entertainment company. Over the past twelve months, we restructured the company to restore creativity to the center of all our businesses as we significantly reduce costs and drive efficiencies, and we are on track to achieve about $7.5 billion in cost savings – $2 billion more than our original target.

Disney is moving from a period of fixing to a new era of building, as the entire media sector navigates the crosscurrents of the competitive landscape for streaming. We are executing on four key building opportunities that will be central to our success: achieving significant and sustained profitability in our streaming business; building ESPN into the preeminent digital sports platform; improving the output and economics of our film studios; and turbocharging growth in our Experiences business. Our extraordinary portfolio of businesses, brands and assets—and the key synergies between them—are the foundation to developing the popular franchises that will continue to drive our strategic success. With one of the strongest balance sheets in the media sector, Disney expects free cash flow to approach pre-COVID levels in fiscal 2024, and the Board and management are steadfast in our commitment to ensuring The Walt Disney Company’s long-term success for the benefit of all our shareholders.

Disney also continues to refresh its Board of Directors, including the appointments of James P. Gorman, Chairman and Chief Executive Officer of Morgan Stanley, and Sir Jeremy Darroch, a veteran media executive and former Group Chief Executive of Sky, as new directors, as the result of a lengthy and comprehensive search that began in April of this year. Their appointments reflect Disney’s commitment to a strong board focused on the long-term performance of the company, strategic growth initiatives, the succession planning process, and increasing shareholder value. As also announced yesterday, Disney board member Francis A. deSouza has decided not to stand for reelection at the annual meeting.

Mr. Peltz, in partnership with Isaac Perlmutter, a former Disney executive, intends to take its case to shareholders. Mr. Perlmutter owns 78% of the shares that Mr. Peltz claims beneficial ownership of, or more than 25 million of the 33 million shares. This dynamic is relevant to assessing Mr. Peltz and any other nominees he may put forth as directors, as Mr. Perlmutter was terminated from his employment by Disney earlier this year and has voiced his longstanding personal agenda against Disney’s CEO, Robert A. Iger, which may be different than that of all other shareholders.

The Disney Board will recommend to shareholders its slate of director nominees in the company’s proxy statement to be filed with the Securities and Exchange Commission and distributed to all shareholders eligible to vote at the annual meeting.

Disney shareholders are not required to take any action at this time.

 

[wabbott]

https://variety.com/vip/4-tips-for-iger-disney-building-phase-1235813955/​

November 30, 2023 6:00am PT
4 Tips for Iger as Disney Enters ‘Building’ Phase
by Tyler Aquilina

At Disney’s employee town hall this week, CEO Bob Iger, just over a year following his surprise return to the House of Mouse, assured his troops that a new era for the company is just around the bend.

“I had spent the year with the team fixing a lot of things,” Iger said at the virtual event. “But I feel that we’ve just emerged from a period of a lot of fixing to one of building again.”

Those comments echoed the CEO’s remarks on Disney’s most recent earnings call, during which Iger laid out his plans for carrying the company out of its current fallow period.

“As we look forward, we are focusing on four key building opportunities that will be central to our success,” he explained at the time. “And they are: achieving significant and sustained profitability in our streaming business, building ESPN into the preeminent digital sports platform, improving the output and economics of our film studios and turbocharging growth in our Experiences business.”

These are all worthy goals. But Iger’s strategies to achieve them, at least as far as he’s detailed, don’t quite get at the problems under the surface at Disney.

Judging by his comments on the earnings call, the plan is mostly to lean into what’s worked in the past: Double down (literally) on theme parks, invest heavily in ESPN, concentrate on “core brands and franchises” while reducing film output overall and reinforce Disney’s streaming bundle offering by integrating Disney+ and Hulu.

But if Iger wants to successfully rebuild Disney for the future, there are other key aspects of the company’s strategy that need attention. My thoughts on ESPN are already on record, so here are four additional opportunities, or perhaps adjustments, I’ve identified that should be central to Iger’s plans.

1. Singles and doubles
Way back in the pre-Disney Renaissance era, Michael Eisner and Jeffrey Katzenberg began their reign at the Mouse House with a mandate for the film studio to create “singles and doubles” — low-cost, high-concept movies that would have a relatively easy road to profitability.

This philosophy would likely get you thrown out of most Hollywood boardrooms these days, given the studios’ focus on IP-driven blockbusters. But a look at tentpole titles’ struggles this year shows ever larger cracks in that strategy. The much-discussed religious thriller “Sound of Freedom” managed to outgross big-budget Disney plays including “Indiana Jones and the Dial of Destiny” (budget: $295M), “Elemental” ($200M) and likely “The Marvels” ($275M) at the domestic box office.

Making every film at such a high cost places untenable pressure on every title to achieve monster-hit status. Disney has more or less exclusively been in the blockbuster business for years now, and it could benefit from not just reducing tentpole output but shifting dollars from those to some smaller projects. After all, what’s more sustainable, singles and doubles or $300 million “Indiana Jones” movies?

2. Don’t turn Disney IP into streaming series
Remember that “National Treasure” series released on Disney+ about a year ago? I thought not. That should have been a slam dunk: a series based on a popular, much-memed property with a passionate fanbase that has long awaited a subsequent franchise entry. Instead, the show was canceled after a single season.

What went wrong? The absence of franchise star Nicolas Cage was probably a factor, but this series’ failure is illustrative of a larger trend: Original content, outside of “Star Wars” and Marvel series, has struggled to break out on Disney+.

Of course, the financial return on a big-budget streaming series, even a successful one, is always going to be limited, hence my second recommendation for Disney: Stop trying to use expensive, IP-based shows to juice Disney+, and mine your library for theatrical plays instead.

A third “National Treasure” film (which, not for nothing, might have secured Cage) could very well have had a healthy box-office run in the paltry theatrical market, whereas the series struggled to stand out in the crowded streaming field. And theatrical movies with theatrical marketing campaigns have also been shown time and again to generate substantial SVOD viewership, something Iger himself noted on the recent earnings call.

“One thing that we have recently really come to appreciate is the performance of our big-title films, the so-called pay 1 window films, on the [Disney+] service,” the CEO said. “The numbers are huge. That's a differentiator for us, certainly when it comes to competing with Netflix, for instance, which is the gold standard.”

3. Games, games, games
I can’t say this enough: Iger needs to expand Disney’s presence in video games, and he needs to start yesterday.

The Mouse House has had success recently licensing its properties to outside game developers, while Iger in 2019 remarked that Disney hasn’t “been particularly good at the self-publishing side,” adding, “We’ve just decided that the best place for us to be in that space is licensing and not publishing.”

But Iger may end up regretting that play, as the gaming sector continues to grow while the film and TV business contracts. Disney will see a limited financial upside from its licensing strategy, while publishing games itself would open a lucrative new revenue stream — provided the product is successful, of course.

It would probably be unwise for Disney to try to build a games studio on its own; therefore, if there’s one last acquisition Iger should make to close out his tenure, it’s an existing game publisher. Indeed, other execs have reportedly pushed Iger to consider buying video game publisher Electronic Arts, which has a longstanding licensing deal with Disney to create and publish “Star Wars” games.

Such a purchase would come with plenty of risk, but if Iger wants to build Disney into a truly modern media conglomerate, remaining without an in-house gaming division seems like a far greater risk.

4. Focus on the customer experience
Parks have remained a bright spot for Disney amid its recent struggles, but as Iger plans to invest $60 billion in the Parks, Experiences and Products segment over the next decade, it’s worth asking, How much of that will go toward maintaining and improving the customer experience?

Under Iger’s successor/predecessor Bob Chapek, Disney grew operating income for its parks above pre-pandemic levels, and revenue reached record highs, while parkgoers spent more money per visit than ever before. These financial successes are unsurprising, as Chapek focused intently on driving profit and monetizing every aspect of the Disney park experience, raising ticket prices multiple times during his less than three-year reign.

Chapek also replaced Disney’s free line-skipping system FastPass with new Genie+ and Lightning Lane offerings, which charge guests for reduced wait times. While guests proved willing to shell out for these options, close observers of the theme park industry have argued the new systems are excessively complicated and may have actually contributed to increased wait times.

It's unclear if these experiences contributed to the slowdown in Disney parks attendance seen this summer, which seems attributable to several factors including record-breaking heat waves. But with the cost of attending Disney theme parks now higher than ever, the customer experience must be maintained at a high level to justify these prices and restart admissions growth. Iger might do well to reexamine those line-skipping offerings, for instance, to determine the most effective way to control crowd flow at the parks.

Some of these points may seem like granular concerns, but Iger should be taking a detail-oriented approach if he hopes to right the ship. The CEO obviously has a vast array of concerns as he steers Disney into the future, but he should not, to reverse the common axiom, lose sight of the trees for the forest.

 

[wabbott]

Alex Sherman
https://twitter.com/sherman4949
@sherman4949

Can add some news here -- Nelson Peltz/Trian will ask for "multiple" board seats, I'm told. More than two.
https://t.co/tUJnVu0iKj
10:25 AM · Nov 30, 2023
·
3,400 Views

 

[wabbott]

Cramer’s Mad Dash: Walt Disney

 

[Obi-J Kenobi]

https://www.hollywoodreporter.com/b...advertiser-exodus-dealbook-summit-1235698937/

This story involves Elon Musk's very blunt response to TWDC, other advertisers, and Big Papa Iger specifically.

I'm quite confident that Christine McCarthy and Bob Chapek have non-disclosure agreements, which makes it easy for Bob Iger to scapegoat them. But, Elon Musk doesn't have a non-disclosure agreement so he can talk about Bob Iger.

I wouldn't be surprised if he gives Trian the money to take over TWDC. I'm not advocating for this, I'm just pointing it out as a possibility.

 

[wabbott]

Video of NY Times/Iger interview

 

[HokieRaven5]

The Walt Disney Company Declares Cash Dividend of $0.30 Per Share

The Walt Disney Company (NYSE: DIS) Board of Directors today announced a cash dividend of $0.30 per share in respect of the second half of fiscal year 2023, payable January 10, 2024 to shareholders of record at the close of business on December 11, 2023.

“This has been a year of important progress for The Walt Disney Company, defined by a strategic restructuring and a renewed focus on long-term growth,” said Mark Parker, Chairman of the Board. “As Disney moves forward with its key strategic objectives, we are pleased to declare a dividend for our shareholders while we continue to invest in the company’s future and prioritize meaningful value creation.”

 

[RivShore]

The Walt Disney Company Declares Cash Dividend of $0.30 Per Share
The Walt Disney Company (NYSE: DIS) Board of Directors today announced a cash dividend of $0.30 per share in respect of the second half of fiscal year 2023, payable January 10, 2024 to shareholders of record at the close of business on December 11, 2023.

“This has been a year of important progress for The Walt Disney Company, defined by a strategic restructuring and a renewed focus on long-term growth,” said Mark Parker, Chairman of the Board. “As Disney moves forward with its key strategic objectives, we are pleased to declare a dividend for our shareholders while we continue to invest in the company’s future and prioritize meaningful value creation.”

You just beat me to it Hokie!! It's finally back and a little higher than I expected.

 

[Disney Bobby]

Please give me an example of a recent Disney film with a social agenda being promoted, for example where a certain lifestyle is actively promoted as a message in the film... love, kindness, caring, bravery are not new Disney messages.

"Socialism may be a charged word, but we've got a lot to learn from them," from Ant-Man and the Wasp: Quantumania

 

[clarker99]

You just beat me to it Hokie!! It's finally back and a little higher than I expected.

Definitely higher than I thought.

 

[Suger Mag]

"Socialism may be a charged word, but we've got a lot to learn from them," from Ant-Man and the Wasp: Quantumania

so you feel that promotes an agenda? I have not seen the film myself. I thought it was about the Quantum realms and Kang

Socialism lol... a great example of a trigger term that people like to throw around. reality is you use socialistic programs every day...

 

[BrianL]

"Socialism may be a charged word, but we've got a lot to learn from them," from Ant-Man and the Wasp: Quantumania

Yeah, but the Hank Pym chracter is clearly a bit of an old, hippie type guy. Just because a character in a movie says something, doesn't mean that the message of the movie as a whole agrees with that statement.

 

[wabbott]

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001744489/000174448923000232/dis-20231130.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 30, 2023

The Walt Disney Company


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 30, 2023, the Board of Directors (the “Board”) of The Walt Disney Company (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), which became effective that same date. Among other things, the amendments effected by the Bylaws:

•address recently adopted amendments to Rule 14a-19 under the Securities Exchange Act of 1934, as amended, by requiring that any person soliciting proxies in support of a director nominee other than the Board’s nominees provide a representation that such person will comply with Rule 14a-19 and deliver reasonable evidence to the Company that the Rule 14a-19 requirements have been met;

•require that any person directly or indirectly soliciting proxies using its own proxy card use a proxy card color other
than white; and

•enhance the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders, including by requiring:

◦certain additional background information, disclosures and representations regarding any proposing stockholders, any proposed director nominees and business and any other persons related to a stockholder’s solicitation of proxies; and
◦any notice of director nomination be accompanied by all written questionnaires required of the Company’s directors completed and signed by any proposed director nominees.

The Bylaws also incorporate various other updates and technical, clarifying and conforming changes.
The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

https://www.sec.gov/Archives/edgar/data/1744489/000174448923000232/fy2024_q1x8kxbylawsxex31.htm