¨	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))

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•	The title of this Section is changed to “Procedures for Shareholder Proposals”.

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The procedures now provide that a beneficial shareholder (i.e., a shareholder who holds shares through a broker, bank or other financial institution) may make a shareholder proposal for consideration at an annual meeting, provided that the shareholder can provide appropriate proof of ownership of shares in the Company. The prior provision required that the record shareholder provide notice on a beneficial holder’s behalf. Proof of ownership is provided by the same means allowed under SEC Rule 14a-8.

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•	The revisions clarify that the proponent must be a record or beneficial shareholder when the original notice of the proposal is received by the Company, at the record date for the meeting and on the date of the meeting.

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The time frame for receipt of the shareholder’s notice has been changed from 60 to 90 days preceding the anniversary of the prior year’s annual meeting to 90 to 120 preceding the anniversary date (with an explicit adjustment mechanism if the current year’s annual meeting changes significantly as compared with the prior year). This change became necessary because, beginning in 2014, the Company moved its annual meeting date from April to May, but did not significantly delay the mailing of its proxy statement. As a result, the Company’s proxy statement would be mailed shortly after the end of the prior 60 to 90 day period. Such a schedule would provide insufficient time for the Company to consider the impact on proxy statement disclosure of any shareholder proposal received at the end of the notice period and potentially would require the Company to delay its mailing and/or incur additional printing and mailing costs. The revised time period avoids these concerns. As a result of this change, the deadlines for shareholder proposals for the 2015 Annual Meeting of Shareholders have changed (see Item 8 below).

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The existing notice requirements have been retained with certain changes, including: a clarification that the shareholder’s holdings of derivative securities encompasses all such securities, regardless of when ownership, voting power or economic risk will transfer; security ownership disclosures and performance-related fees must be disclosed if held by the shareholder’s immediate family members or affiliates; and a clarification that any arrangements or understandings with respect to the voting of shares on the proposal must be disclosed.

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The provision requires updated and supplemental disclosures of the information to be provided as of the record date and as of the date that is 10 days in advance of the meeting, together with specific timing requirements. These provisions were added to ensure continued compliance with these requirements as of the record date and in anticipation of the meeting date. In cases where there is no change in the information previously presented, the Board expects that a brief statement to that effect would be submitted by the shareholder.

•	The corporation has the authority to request similar disclosures from shareholders who make a proposal as part of the notice of a special meeting that is called in accordance with the requirements of the Code of Regulations. This provision is not mandatory but allows the Board flexibility to obtain information that may be considered important at the time.

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