Proxy Statement (Form 8-K)

Item 5.08. Shareholder Director Nominations.

Our Board of Directors fixed December 10, 2025 as the date for our 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") and the close of business on November 7, 2025 as the record date for determining stockholders entitled to receive notice of, and vote at, the 2025 Annual Meeting.

In order for stockholder proposals to be presented at the 2025 Annual Meeting (including a proposal for election of directors), including by means of inclusion of a stockholder proposal in the proxy materials under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, such proposals must be received by our Secretary a reasonable time before we begin to print and mail our proxy materials, which we have determined to be not later than October 29, 2025 at 11:59 p.m. Eastern time. Any proposal submitted after the above deadline will not be considered timely and will be excluded from our proxy materials. Proposals of stockholders must also comply with rules of the U.S. Securities and Exchange Commission (the "SEC") regarding the inclusion of stockholder proposals in proxy materials and we may omit from our proxy materials any proposal that does not comply with the SEC's rules. All stockholder proposals intended to be considered for inclusion in our proxy materials for the 2025 Annual Meeting must also comply with applicable Delaware law.