ダラーツリーの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

現行レポート

1934年米国証券取引所法第13条または第15条(d)に基づき

報告日（最も古いイベントの報告日）：2023年9月19日

DOLLAR TREE, INC.

(定款に明記された登録者の正確な名称)


バージニア	0-25464	26-2018846
(法人設立の州またはその他の管轄区域)	(Commission File Number)	(IRS Employer Identification No.)


500 Volvo Parkway
Chesapeake,	バージニア	23320
(主要経営陣の住所)		(Zip Code)

(757) 321-5000

(登録者の電話番号（市外局番を含む）

Form8-Kの提出が、以下の条項のいずれかに基づく登録者の提出義務を同時に満たすことを意図している場合は、以下の該当するチェックボックスをチェックしてください：


☐			証券法に基づく規則425に従った書面によるコミュニケーション（17 cfr 230.425)
☐			取引所法の下でのルール14a-12（17 cfr 240.14a-12）に基づく資料の勧誘。)
☐			取引所法の規則14d-2(b)に基づく開始前のコミュニケーション（17 cfr 240.14d-2(b))
☐			証券取引法の規則13e-4(c)に基づく開始前のコミュニケーション（17 cfr 240.13e-4(c))

法第12条(b)に従って登録された証券：


Title of each class	Trading symbol(s)	登録されている各取引所の名称
普通株式、額面1株につき0.01ドル	DLTR	NASDAQ Global Select Market

登録者が1933年証券法規則405（本章230.405節）または1934年証券取引法規則12b-2（本章240.12b-2節）で定義される新興成長企業であるかどうかをチェックマークで示す。

Emerging growth company ☐

新興成長企業の場合、登録者が取引所法第13条(a)に従い提供される新規または改訂された財務会計基準に準拠するための移行期間の延長を利用しないことを選択した場合は、チェックマークで示す。☐

Item 5.03. 定款・細則の変更

2023年9月19日、ダラー・ツリー・インク（以下「当社」）の取締役会は、当社の定款を変更しました。

付則の改正は特に、第V条の特定の条項を修正し、(i)取締役会および場合によっては最高経営責任者が会社の役員職を適宜指定する柔軟性をさらに拡大すること、(ii)最高経営責任者が特定の役員を任命および解任する権限を付与すること、(iii)最高経営責任者を取締役会メンバーの中から任命するという要件を削除すること、(iv)特定の軽微な役員職の説明を削除すること、(v)役員の職務および権限の一部または全部を委任する能力を明確にすること、を目的としています。

当社はまた、付則第6条を改正し、一定の適合性のある変更を行うとともに、当社の現在の組織構造に合わせて、当社を代表して行動する権限を与えられた役員を更新した。

会社付属定款の修正に関する前述の説明は完全を意図したものではなく、修正・修正付属定款の全文を参照することにより、その全文が限定されるものとします。修正・修正付属定款のコピーは本フォーム 8-K カレント・レポートの別紙 3.1 として添付されており、参照により本書に組み込まれます。

Item 9.01. 財務諸表および添付資料

(d) 出展物


3.1			の付則（2023年9月19日より改正）。
104			このcurrent report on form 8-kの表紙をインラインxbrlでフォーマットしたものです。

SIGNATURES

1934年証券取引法の要件に従い、登録者は本報告書に正式に権限を付与された署名者により、登録者を代表して署名させた。



	DOLLAR TREE, INC.

Date: September 20, 2023	By:	/s/ Jeffrey A. Davis
		Jeffrey A. Davis
		Chief Financial Officer

EX-3.1 2 ex31amendedandrestatedby.htm EX-3.1 ex31amendedandrestatedby

Exhibit 3.1 DOLLAR TREE, INC. AMENDED AND RESTATED BY-LAWS (Effective September 19, 2023) ARTICLE I. OFFICES The principal office of the Corporation shall be in the City of Chesapeake, Commonwealth of Virginia. ARTICLE II. STOCKHOLDERS 1. PLACE OF MEETING: Meetings of stockholders may be held at such place, if any, either within or without the Commonwealth of Virginia, as shall be approved by the Board of Directors and designated in the notice of the meeting. The Board of Directors may, in its sole discretion, determine that meetings of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with the Virginia Stock Corporation Act. 2. ANNUAL MEETING: The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as the Board of Directors in its discretion determines. 3. SPECIAL MEETINGS: (a) Right to Call Special Meeting. Except as otherwise required by law, special meetings of the stockholders of the Corporation for any purpose or purposes: (i) may be called at any time by or at the direction of the Board of Directors acting pursuant to a resolution adopted by a majority of the entire Board of Directors, or by the chairman or vice chairman of the Board of Directors or the chief executive officer of the Corporation; and (ii) shall be called by the chairman of the Board or the secretary of the Corporation upon the written request of one or more stockholders that own, or who are acting on behalf of persons who own, shares representing fifteen percent (15%) or more of the voting power of the then outstanding shares of Common Stock entitled to vote on the matter or matters to be brought before the proposed special meeting (a “Stockholder Requested Special Meeting”), which written request shall state the purpose or purposes for which the special meeting is to be called. Such written request shall be delivered to the chairman of the Board of Directors or to the secretary of the Corporation at the principal executive offices of the Corporation by registered mail. Except as provided for in this paragraph or in the terms of any series of Preferred Stock, special meetings of the stockholders of the Corporation may not be called by any other person or persons.

-2- (b) Purpose of Special Meeting; Nomination of Directors. Any business that could be considered at an annual meeting of the stockholders may be considered at a special meeting of the stockholders, including the election and/or removal of any director or directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected (i) by or at the direction of the Board of Directors or (ii) by any stockholder of record of the Corporation who is a stockholder of record at the time such stockholder’s notice of nomination is delivered to the secretary of the Corporation as provided for in this Article II, Section 3, who shall be entitled to vote at the meeting and who delivers a written notice to the secretary of the Corporation setting forth the information, representations, agreements and consents required in connection with nominations for annual meetings pursuant to Article III, Section 3. In the event a special meeting is called for the purpose of electing one or more directors to the Board of Directors, any stockholder entitled to vote in the election of directors may nominate a person or persons (as the case may be) for election to such position(s) if the stockholder’s notice required by the preceding sentence shall be received by the secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the seventh (7th) day following the date on which notice of such meeting is first given to stockholders. (c) Record Date; Date and Notice of Special Meeting. A special meeting requested by stockholders shall be held at such date, time and place as may be fixed by the Board of Directors; provided, however, that the date of any such special meeting shall be not more than ninety (90) days after the date on which the special meeting request is delivered to the chairman of the Board of Directors or to the secretary of the Corporation. The Board of Directors shall specify the record date for the determination of stockholders entitled to vote at the special meeting; provided, however, that the record date shall not be more than seventy (70) days prior to the date of the special meeting. Following receipt of a special meeting request, it shall be the duty of the secretary of the Corporation to cause notice to be given to the stockholders entitled to vote at such meeting, within the time periods and in the manner set forth in Article II, Section 4 hereof. In the case of a Stockholder Requested Special Meeting pursuant to this Article II, Section 3 for which the secretary of the Corporation has refused to give notice, the stockholders entitled to call such meeting may provide the notice. All business transacted at any special meeting shall be confined to the purpose or purposes stated in the Corporation’s notice of special meeting; provided, however, that nothing herein shall prohibit the Board of Directors from submitting additional matters to stockholders at any such special meeting pursuant to the Corporation’s notice of meeting. (d) Adjournment or Postponement; Quorum. Notwithstanding the provisions of Article II, Section 8, if a quorum is not present at any Stockholder Requested Special Meeting, the chairman of the Board of Directors, the Board of Directors and the Corporation shall have no obligation to postpone or adjourn such Stockholder Requested Special Meeting and may cancel such Stockholder Requested Special Meeting, and each of the same shall be deemed to have fulfilled their respective obligations under this Article II, Section 3 with respect to such Stockholder Requested Special Meeting. 4. NOTICES: Written notice by mail shall be given in accordance with Article VIII, Section 1, stating the place, if any, date and hour of a meeting of stockholders, the means of remote communication, if any, by which stockholders may be deemed to be present in

-3- person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, to each stockholder of record entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the chief executive officer, the secretary, or the officer or persons calling the meeting. The notice shall be deemed to be given when it is deposited with postage prepaid in the United States mail addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. Notice of a meeting to act on an amendment of the Articles of Incorporation, a plan of merger, consolidation or share exchange, a proposed sale of all, or substantially all, of the Corporation’s assets, otherwise than in the usual and regular course of business, or the dissolution of the Corporation shall be given in the manner provided above not less than twenty-five (25) nor more than sixty (60) days before the date of the meeting. Such notice shall be accompanied, as appropriate, by a copy of the proposed amendment, plan of merger, consolidation, or exchange, or sale agreement. Notwithstanding the foregoing, a written waiver of notice signed by the person or persons entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A stockholder who attends a meeting shall be deemed to have waived objection to lack of notice or defective notice of the meeting, unless at the beginning of the meeting he objects to holding the meeting or transacting business at the meeting. 5. ORGANIZATION AND ORDER OF BUSINESS: (a) At all meetings of the stockholders, the chairman of the Board of Directors, or in the absence of or at the election of the chairman of the Board, the vice chairman of the Board, or in the absence of or at the election of the vice chairman of the Board, the lead independent director, or in the absence of such directors, another independent director elected by the directors present at such meeting, shall act as chairman of the meeting. In the absence of all of the foregoing directors (or, if present, with their consent), a majority of the shares entitled to vote at such meeting may appoint any person to act as chairman of the meeting. The secretary of the Corporation or, in the secretary’s absence, an assistant secretary, shall act as secretary at all meetings of the stockholders. In the event that neither the secretary nor any assistant secretary is present, the chairman may appoint any person to act as secretary of the meeting. (b) The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the determination of the order of business, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls. (c) At each annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. Business may only be properly brought before the meeting (1) by or at the direction of the Board of Directors or (2) by a stockholder of record of the Corporation who is entitled to vote at such meeting and who complies with the notice procedures set forth in this Article II, Section 5. Notwithstanding the foregoing,

-4- this Article II, Section 5 does not apply to the procedures for the nomination and election of directors, which are exclusively governed by Article III, Section 3 hereof. (d) For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely written notice thereof to the secretary of the Corporation containing the information set forth in this Article II, Section 5. To be timely, a stockholder’s notice must be given, either by personal delivery or by United States certified mail, postage prepaid, and received at the principal executive offices of the Corporation: (1) not less than ninety (90) days nor more than one hundred twenty (120) days before the first anniversary of the date of the Corporation’s last annual meeting of stockholders; or (2) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, not later than the close of business on the later of the ninetieth (90th) day prior to the date of the applicable annual meeting and the tenth (10th) day following the day on which public announcement is first made of the date of the applicable annual meeting. In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. (e) Each such stockholder’s notice shall set forth: (1) as to each matter the stockholder proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual meeting, including the complete text of any resolutions to be presented at the annual meeting, and the reasons for conducting such business at the annual meeting; (2) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made: (A) the name and address, as they appear on the Corporation’s stock transfer books, of such stockholder; (B) the name and address of such beneficial owner, if any; (C) a representation that such stockholder is a stockholder of record and intends to appear in person at such meeting to bring the business before the meeting specified in the notice; (D) the class and number of shares of stock of the Corporation beneficially owned, directly or indirectly, by the stockholder and by such beneficial owner, if any;

-5- (E) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by the stockholder or the beneficial owner, if any, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation; (F) any proxy, contract, arrangement, understanding, or relationship pursuant to which the stockholder has a right to vote any shares of any security of the Corporation; (G) any short interest in any security of the Corporation (for purposes of this Article II, Section 5, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security); (H) any rights to dividends on the shares of the Corporation owned beneficially by the stockholder or the beneficial owner, if any, that are separated or separable from the underlying shares of the Corporation; (I) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which the stockholder or the beneficial owner, if any, is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; (J) any performance-related fees (other than an asset-based fee) that the stockholder or the beneficial owner, if any, is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice; (3) a description of all agreements, arrangements and understandings between the stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by the stockholder; (4) any other information relating to the stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (5) any material interest of the stockholder or the beneficial owner, if any, in such business.

-6- (f) In addition, to be timely, the stockholder notice shall be supplemented or updated if necessary by the stockholder and beneficial owner, if any, so that the information shall be true and correct as of the record date of the applicable meeting and as of the date that is ten (10) business days prior to the meeting, including any adjournment thereof, and such supplement or update shall be delivered to the secretary of the Corporation not later than two (2) business days after each respective date. For the avoidance of doubt, the obligation to update and supplement as set forth in this Article II, Section 5(f) or any other Section of these By-Laws shall not be deemed to extend any applicable deadlines under these By-Laws, cure deficiencies in any notice of proposed business or permit a change in the business proposed to be considered at a meeting of stockholders. (g) The secretary of the Corporation shall deliver each properly delivered stockholder’s notice that has been timely received to the Board of Directors or a committee designated by the Board of Directors for review. (h) Notwithstanding anything in these By-Laws to the contrary, with the exception of Article III, Section 3 hereof which shall govern nominations, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Article II, Section 5. The chairman of a meeting shall, if the facts warrant, determine that the business was not brought before the meeting in accordance with the procedures prescribed by this Article II, Section 5, declare such determination to the meeting and the business not properly brought before the meeting shall not be transacted. (i) Subject to Rule 14a-8 under the Exchange Act, nothing in these By-Laws shall be construed to grant any stockholder the right to include or have disseminated or described in the Corporation’s proxy statement any such proposals. Nothing in these By-Laws or in this Article II, Section 5 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or any rights of the holders of any series of Preferred Stock if and to the extent provided for under law, the Articles of Incorporation or these By-Laws. 6. VOTING: A stockholder may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No stockholder may authorize more than four (4) persons to act for him, and any proxy shall be delivered to the secretary of the meeting at or prior to the time designated by the chairman or in the order of business for so delivering such proxies. No proxy shall be valid after eleven (11) months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall, as to all matters in respect of which stock of such class has voting power, be entitled to such vote as is provided in the Articles of Incorporation for each share of stock of such class standing in his name on the books of the Corporation. Unless required by statute or determined by the chairman to be advisable, the vote on any questions need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting or by such stockholder’s proxy, if there be such proxy. 7. INSPECTORS OF ELECTION: At every meeting of the stockholders for election of directors, the proxies shall be received and taken in charge, all ballots and votes cast at the meeting shall be received and counted, and all questions touching the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by one or more

-7- inspectors. Each inspector shall be appointed by the chairman of the meeting, shall be sworn faithfully to perform his or her duties and shall certify in writing to the returns. No candidate for election as director shall be appointed or act as inspector. 8. QUORUM: At all meetings of the stockholders, unless a greater number of voting by classes is required by law, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. Treasury shares and shares held by a corporation of which the Corporation owns a majority of the shares entitled to vote for the directors thereof shall not be entitled to vote or to be counted in determining the total number of outstanding shares entitled to vote. Less than a quorum may adjourn. If a meeting is adjourned for lack of a quorum, any matter which might have properly come before the original meeting may come before the adjourned meeting when reconvened. 9. POSTPONEMENTS; ADJOURNMENTS; CANCELLATIONS: The postponement or adjournment of any meeting of the stockholders shall be held on such date and at such time as the Board of Directors in its discretion determines. The Board of Directors shall also have the power to cancel any special meeting of the stockholders that was called by the Board of Directors, the chairman of the Board, the vice chairman of the Board or the chief executive officer of the Corporation, in each case, pursuant to Article II, Section 3(a)(i). 10. REMOTE COMMUNICATION: If authorized by the Board of Directors in its sole discretion, and subject to any guidelines and procedures as the Board of Directors may adopt, stockholders not physically present at a meeting of stockholders may, by means of remote communication: (a) participate in a meeting of stockholders; and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that the Corporation shall implement reasonable measures to (i) verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, and (ii) provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings. ARTICLE III. DIRECTORS 1. RESPONSIBILITY OF DIRECTORS: The affairs and business of the Corporation shall be under the management of its Board of Directors and such officers and agents as the Board of Directors may elect and employ. 2. NUMBER OF DIRECTORS: The Board of Directors shall consist of eleven (11) directors. The Board of Directors shall have the power to amend this by-law to the extent permitted by law.

-8- 3. NOMINATION AND ELECTION OF DIRECTORS: (a) At each annual meeting of stockholders, the stockholders entitled to vote shall elect the directors. Except as provided in Article III, Section 4 hereof, each director shall be elected by a vote of the majority of the votes cast with respect to the director nominee at a meeting of stockholders for the election of directors at which a quorum is present; provided, that if the number of director nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast in such election. For purposes of this Article III, Section 3, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. (b) Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected (1) by or at the direction of the Board of Directors or (2) by any stockholder of the Corporation who (A) is a stockholder of record at the time of giving of notice of such special meeting and at the time of the special meeting, (B) is entitled to vote at the meeting, and (C) complies with the procedures set forth in Article II, Section 3(b) and this Article III, Section 3 as to such nomination. (c) No person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in this Article III, Section 3. Nominations of persons for election to the Board of Directors may be made (1) by the Board of Directors or (2) by any stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders who complies with the notice procedures set forth in this Article III, Section 3. The chairman of the applicable meeting of stockholders shall have the sole authority to determine whether a nomination was made in accordance with this Article III, Section 3 and, if any proposed nomination is not in compliance with this Article III, Section 3, declare that such defective nomination be disregarded. (d) For stockholder nominations to be properly brought before a stockholder meeting, the stockholder must have given timely written notice thereof to the secretary of the Corporation containing the information set forth in this Article III, Section 3. To be timely, a stockholder’s notice must be given, either by personal delivery or by United States certified mail, postage prepaid, and received at the principal executive offices of the Corporation: (1) if in connection with an annual meeting of stockholders, not less than ninety (90) days nor more than one hundred twenty (120) days before the first anniversary of the date of the Corporation’s last annual meeting of stockholders; (2) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, not later than the close of business on the later of the ninetieth (90th) day prior to the date of the applicable annual meeting and the tenth (10th) day following the day on which public announcement is first made of the date of the applicable annual meeting; or

-9- (3) with respect to any special meeting of stockholders called for the election of directors, not later than the close of business on the seventh (7th) day following the date on which notice of such meeting is first given to stockholders. In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. (e) Each such stockholder’s notice shall set forth: (1) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made: (A) the name and address, as they appear on the Corporation’s stock transfer books, of such stockholder; (B) the name and address of such beneficial owner, if any; (C) a representation that such stockholder is a stockholder of record and intends to appear in person at such meeting to nominate the person or persons specified in the notice; (D) the class and number of shares of stock of the Corporation beneficially owned, directly or indirectly, by the stockholder and by such beneficial owner, if any; (E) any Derivative Instrument directly or indirectly owned beneficially by the stockholder or the beneficial owner, if any, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation; (F) any proxy, contract, arrangement, understanding, or relationship pursuant to which the stockholder has a right to vote any shares of any security of the Corporation; (G) any short interest in any security of the Corporation (for purposes of this Article III, Section 3 a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security); (H) any rights to dividends on the shares of the Corporation owned beneficially by the stockholder or the beneficial owner, if any, that are separated or separable from the underlying shares of the Corporation; (I) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which

-10- the stockholder or the beneficial owner, if any, is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; (J) any performance-related fees (other than an asset-based fee) that the stockholder or the beneficial owner, if any, is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice; (K) the information required pursuant to Rule 14a-19(b) promulgated under the Exchange Act if the stockholder, such beneficial owner, if any, or any of their respective affiliates, associates or others acting in concert intends to engage in a solicitation in support of director nominees other than the Corporation’s nominees; (2) as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors: (A) the name, age, business address and, if known, residence address of such person; (B) the principal occupation or employment of such person; (C) the class and number of shares of stock of the Corporation which are beneficially owned by such person; (D) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (E) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; (3) a description of all agreements, arrangements and understandings between the stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the nomination by the stockholder;

-11- (4) any other information relating to the stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (5) any material interest of the stockholder or the beneficial owner, if any, in such nomination. (f) In addition, to be timely, the stockholder notice shall be supplemented or updated if necessary by the stockholder and beneficial owner, if any, so that the information shall be true and correct as of the record date of the applicable meeting and as of the date that is ten (10) business days prior to the meeting, including any adjournment thereof, and such supplement or update shall be delivered to the secretary of the Corporation not later than two (2) business days after each respective date. For the avoidance of doubt, the obligation to update and supplement as set forth in this Article III, Section 3(f) or any other Section of these By-Laws shall not be deemed to extend any applicable deadlines under these By-Laws, cure deficiencies in any notice of nominations or permit a change in the nominees or nominations proposed to be made at a meeting of stockholders. (g) The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. (h) Any person nominated for election as director by the Board of Directors or any committee designated by the Board of Directors shall, upon the request of the Board of Directors or such committee, furnish to the secretary of the Corporation all such information pertaining to such person that is required to be set forth in a stockholder’s notice of nomination. (i) In addition to the other requirements of this Article III, Section 3(b) through (h) with respect to any stockholder nomination proposed to be made at a meeting, (i) each stockholder shall also comply with all applicable requirements of state and federal law, including the Exchange Act, with respect to any such nomination or the solicitation of proxies with respect thereto, (ii) no stockholder, beneficial owner, if any, or any of their respective affiliates, associates and other persons acting in concert therewith shall solicit proxies in support of any nominees other than the nominees of the Board of Directors unless such person has complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a timely manner, and (iii) if such stockholder, beneficial owner, if any, or any of their respective affiliates, representatives or others acting in concert therewith (1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act as required by Article III, Section 3(e)(1)(K) and (2) subsequently fails to comply with any of the requirements of Rule 14a-19 promulgated under the Exchange Act, then the Corporation shall disregard any proxies or votes solicited for such stockholder’s nominees. Upon request by the Corporation, if any stockholder, beneficial owner, if any, or any of their respective affiliates, associates and other persons acting in concert therewith provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation,

-12- no later than five (5) business days prior to the applicable meeting, reasonable evidence that such stockholder, beneficial owner, if any, and any of their respective affiliates, associates or other persons acting in concert therewith have met the requirements of Rule 14a-19 promulgated under the Exchange Act. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors. (j) To be eligible to be a director of the Corporation, a person must deliver, prior to the time such person is to begin service as a director to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the secretary of the Corporation upon written request), and a written representation and agreement (in the form provided by the secretary of the Corporation upon written request) that such person (1) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (3) will abide by the requirements of the Corporate Governance Guidelines and any other policies applicable to the Corporation’s directors, including any resignation policy adopted by the Board of Directors in connection with majority voting, if applicable. (k) Subject to the terms and conditions set forth in these By-Laws, the Corporation shall include in its proxy statement for annual meetings of stockholders the name, together with the Required Information (as required below), of each qualifying person nominated for election (each, a “Stockholder Nominee”) to the Board of Directors by a stockholder or group of stockholders that satisfy the requirements of this Article III, Section 3(k), including without limitation qualifying as an Eligible Stockholder (as defined below) and that expressly elects at the time of providing the written notice required by this Article III, Section 3(k) (a “Proxy Access Notice”) to have its nominee included in the Corporation’s proxy statement pursuant to this Article III, Section 3(k). (1) For the purposes of this Article III, Section 3(k): (A) “Voting Stock” shall mean outstanding shares of stock of the Corporation entitled to vote generally for the election of directors as required by the Articles of Incorporation. (B) “Constituent Holder” shall mean any (i) stockholder, (ii) fund included within two (2) or more funds that are part of the same family of funds by virtue of being under common management and investment control, under common management and sponsored primarily by the same employer or a “group of

-13- investment companies” (as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended) (a “Qualifying Fund”) or (iii) beneficial holder whose stock ownership is counted for the purposes of qualifying as holding the Proxy Access Required Shares (as defined below) or qualifying as an Eligible Stockholder (as defined below); (C) “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), provided, however, the term “partner” as used in the definition of “associate” shall not include any limited partner that is not involved in the management of the relevant partnership; and (D) a stockholder (including any Constituent Holder) shall be deemed to own only those outstanding shares of Voting Stock as to which the stockholder itself (or such Constituent Holder itself) possesses both (a) the full voting and investment rights and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. The number of shares calculated in accordance with the foregoing clauses (a) and (b) shall be deemed not to include (and to the extent any of the following arrangements have been entered into by affiliates of the stockholder (or of any Constituent Holder), shall be reduced by) any shares (x) sold by such stockholder or Constituent Holder (or any of either’s affiliates) in any transaction that has not been settled or closed, including any short sale, (y) borrowed by such stockholder or Constituent Holder (or any of either’s affiliates) for any purposes or purchased by such stockholder or Constituent Holder (or any of either’s affiliates) pursuant to an agreement to resell, or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or Constituent Holder (or any of either’s affiliates), whether any such instrument or agreement is to be settled with shares, cash or other consideration, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of (i) reducing in any manner, to any extent or at any time in the future, such stockholder’s or Constituent Holder’s (or either’s affiliate’s) full right to vote or direct the voting of any such shares, and/or (ii) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or Constituent Holder (or either’s affiliate). A stockholder (including any Constituent Holder) shall be deemed to own shares held in the name of a nominee or other intermediary so long as the stockholder itself (or such Constituent Holder itself) retains the right to instruct how the shares are voted with respect to the election of directors and the right to direct the disposition thereof and possesses the full economic interest in the shares. For purposes of this Article III, Section 3(k), a stockholder’s (including any Constituent Holder’s) ownership of shares shall be deemed to continue during any period in which the stockholder has loaned such shares so long as such stockholder retains the power to recall such shares on no greater than five (5) business days’ notice and has recalled such loaned shares as of the record date of the annual meeting of stockholders (and holds any voting power over such shares) or has delegated any voting power over such shares

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会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日

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