Form 8-K

8-K — Garrett Motion Inc.

Accession: 0000950157-26-000817

Filed: 2026-07-27

Period: 2026-07-21

CIK: 0001735707

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 — SIXTH AMENDED AND RESTATED BY-LAWS OF GARRETT MOTION INC. (ex3-1.htm)

EX-99.1 — PRESS RELEASE OF GARRETT MOTION, INC. (ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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):

July 21, 2026

GARRETT MOTION INC.

(Exact name of Registrant as specified in its

charter)

Delaware

1-38636

82-4873189

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer Identification

Number)

47548 Halyard Drive, Plymouth, MI 48170

and

La Pièce 16, 1180 Rolle, Switzerland

(Address of principal executive offices) (Zip Code)

+1 734 392 5500

and

+41 21 695 30 00

(Registrant’s telephone

number, including area code)

Not Applicable

(Former Name or Former

Address, if Changed Since Last Report)

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐

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))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

GTX

The Nasdaq Stock Market

LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item

5.02 Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(d) On July 21, 2026, the Board of

Directors (the “Board”) of Garrett Motion Inc. (the “Company”)

announced the appointment of Mr. David J. Crompton to the Board and to the Technology & Innovation Committee of the Board.

Currently the Executive Chair and Co-Founder of Pioneer Clean Fleet Solutions, and most recently serving as President and CEO of

Achates Power, Mr. Crompton brings more than 28 years of experience at Cummins Inc., where he held various senior leadership roles,

including President of the Cummins Engine Business and President of Cummins Power Systems.

In connection with his appointment to the Board,

Mr. Crompton will be entitled to receive the Company’s customary non-employee director compensation, as described in the section

entitled “Non-Employee Director Compensation Agreements” of the Company’s definitive proxy statement relating to its

2026 annual meeting of shareholders.

The Board has determined that Mr. Crompton qualifies

as an independent director in accordance with the requirements of the Nasdaq Stock Exchange. There are no other arrangements or understandings

between Mr. Crompton and any other persons pursuant to which Mr. Crompton was selected as a director, and there are no transactions in

which Mr. Crompton has an interest that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Crompton's election to the Board is attached as Exhibit 99.1 hereto and is incorporated by

reference herein.

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

Year.

On July 22, 2026, the Board amended and restated

the Fifth Amended and Restated By-laws of the Company (the “By-laws Amendment”, and the by-laws as so amended and restated,

the “Sixth Amended and Restated By-laws”), which became effective immediately, to remove inapplicable and obsolete

provisions and make certain other administrative, clarifying, and conforming changes.

The foregoing description of the By-laws Amendment

does not purport to be complete and is qualified in its entirety by reference to the Sixth Amended and Restated By-laws, a copy of which

is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Document Description

3.1

Sixth Amended and Restated By-laws of Garrett Motion Inc., dated July 22, 2026

99.1

Press release of Garrett Motion, Inc., dated July 27, 2026

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GARRETT MOTION INC.

By:

/s/ Mark Rollinger

Name:

Mark Rollinger

Title:

Senior Vice President, General Counsel and Corporate Secretary

Date: July 27, 2026

EX-3.1 — SIXTH AMENDED AND RESTATED BY-LAWS OF GARRETT MOTION INC.

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

GARRETT MOTION INC.

SIXTH AMENDED AND RESTATED BY-LAWS

Effective as of July 22, 2026

ARTICLE

Offices

Scction 1.1 Registered Office.

The registered office of Garrett Motion Inc. (hereinafter, the “Corporation”) in the State of Delaware shall be at

251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, and the registered agent shall be Corporation Service Company,

or such other office or agent as the Board of Directors of the Corporation (the “Board”) shall from time to time select.

Scction 1.2 Other Offices.

The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required

by law, at such other place or places, either within or outside of the State of Delaware, as the Board may from time to time determine

or the business of the Corporation may require.

ARTICLE

Meetings of Stockholders

Scction 2.1 Place of Meeting.

All meetings of the stockholders of the Corporation (the “stockholders”) shall be at a place either within or outside

of the State of Delaware, or by means of remote communication, as may be determined by the Board and as specified in the notice of meeting.

In the absence of such a determination, a meeting of stockholders shall be held at the principal executive office of the Corporation.

Scction 2.2 Annual Meetings.

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 hour as shall from time to time be fixed by the Board. Any previously scheduled

annual meeting of the stockholders may be postponed, rescheduled or cancelled by action of the Board taken prior to the time previously

scheduled for such annual meeting of the stockholders.

Scction 2.3 Special Meetings.

(a) Except

as otherwise required by law and subject to the rights of the holders of any outstanding series of Preferred Stock (as defined in the

Corporation’s Third Amended and Restated Certificate of Incorporation, as may be further amended and restated or otherwise modified

(the “Certificate”) (including, for the avoidance of doubt, each Certificate of Designation (if any) setting forth

the terms of a series of Preferred Stock (each a “Certificate of Designation”)), special meetings of the stockholders

may only be called by (i) the affirmative vote of a majority of the Board of Directors, (ii) the Chairman of the Board of Directors, (iii)

the Chief Executive Officer (or, in the absence of a Chief Executive Officer, the President) of the Corporation, or (iv) solely to the

extent required by Section 2.3(b), the Secretary. Only such business as is specified in the Corporation’s notice of any special

meeting of stockholders shall come before such meeting. A special meeting shall be held at such date, time and place either within or

outside of the State of Delaware, or by means of remote communication, as may be determined by the Board and as specified in the notice

of meeting. The Board may postpone, reschedule or cancel any such meeting.

(b) A

special meeting of the stockholders shall be called by the Secretary upon proper written request or requests (each, a “Meeting

Request”) given by or on behalf of one or more stockholders (each, a “Requesting Stockholder”) who beneficially

own (as defined in Section 3.15(c) below) at least 25% of the voting power of all outstanding shares of the Corporation (the “Required

Percent”). The record date for determining stockholders, or beneficial owners, as applicable, entitled to request a special

meeting shall be the date on which the first Meeting Request for such special meeting was received by the Secretary in the manner required

by the preceding sentence.

be in proper form, a Meeting Request shall be signed by the Requesting Stockholder or Requesting Stockholders submitting such Meeting

Request, shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation, and shall

set forth:

(i) a statement

of the specific purpose of the meeting, the matters proposed to be acted on at the meeting and the reasons for conducting such business

at the meeting;

(ii) the

name and address of each such Requesting Stockholder as it appears on the Corporation’s stock ledger (or, with respect to all shares

to be included in the Required Percent that are beneficially owned but not of record by each such Requesting Stockholder, the name of

each broker, bank or custodian (or similar entity) of each such Requesting Stockholder with respect to such shares);

(iii) the

number of shares of the Corporation owned of record and beneficially by each such Requesting Stockholder;

(iv) as

to each such Requesting Stockholder, the Stockholder Information required by Section 2.7(c)(iii) (except that references to the “Proponent”

and “annual meeting” shall instead refer, respectively, to each “Requesting Stockholder” and “special meeting”

for purposes of this Section 2.3);

(v) any

material interest of each Requesting Stockholder in the matters proposed to be acted on, or in the outcome of any vote to be taken with

respect thereto, at the special meeting;

(vi) a representation

as to whether the Requesting Stockholder(s) intend (A) to deliver a proxy statement and form of proxy to holders of at least the percentage

of the Corporation’s outstanding capital stock required to approve or adopt the matters proposed to be acted on at the special meeting

or (B) otherwise to solicit proxies from stockholders in support of the matters proposed to be acted on at the special meeting; and

(vii) a

representation that each Requesting Stockholder shall provide all information, affirmations, updates and supplements required pursuant

to these By-laws.

The requirement set forth in clause (iv) of the immediately preceding

sentence shall not apply to (A) any stockholder, or beneficial owner, as applicable, who has provided a written request solely in response

to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”) by way of a solicitation statement filed on Exchange Act Schedule 14A or (B) any stockholder of record that is a broker,

bank or custodian (or similar entity) and is acting solely as nominee on behalf of a beneficial owner.

(d) The

Requesting Stockholder(s) shall also provide any other information reasonably requested from time to time by the Corporation within five

business days after each such request.

(e) The

Requesting Stockholder(s) on whose behalf the Meeting Request is being made shall (i) promptly update or supplement any information provided

in the Meeting Request or at the Corporation’s request (and in any event no later than two business days prior to the commencement

of the applicable meeting of stockholders) if any such information ceases for any reason to be accurate or complete in any material respect

and (ii) affirm as true and correct such information as of (A) the record date for the special meeting, and (B) the date that is the later

of 10 business days before the special meeting or any adjournment or postponement thereof, in each case of clause (A) and (B) by no later

than five business days after such applicable date. Such update, supplement and/or affirmation must be delivered to or mailed and received

by the Secretary at the principal executive office of the Corporation. A failure to deliver such information as required shall constitute

a revocation of the applicable Meeting Request by the applicable Requesting Stockholder(s).

(f) A

Requesting Stockholder may revoke its Meeting Request at any time by written revocation delivered to the Secretary, and if, following

such revocation, there are unrevoked Meeting Requests from less than the Required Percent, the Board, in its discretion, may cancel the

special meeting of the stockholders.

(g) A

special meeting requested by stockholders shall be held at such date, time and place, if any, either within or without the State of Delaware

or by means of remote communication, as may be fixed by the Board; provided, however, that the date of any such special

meeting shall be not more than 90 days after the receipt by the Secretary in the manner required by Section 2.3(c) of Meeting Requests

from the Required Percent.

(h) Notwithstanding

anything to the contrary in this Section 2.3:

(i) A special

meeting requested by stockholders shall not be held if (A) the Meeting Requests from the Required Percent do not comply with these By-laws

or the Certificate; (B) the action relates to an item of business that is not a proper subject for stockholder action under applicable

law; (C) the Meeting Request is received by the Secretary during the period commencing 90 days prior to the first anniversary of the date

of the immediately preceding annual meeting of stockholders and ending on the date of adjournment of the next annual meeting of stockholders,

(D) an identical or substantially similar item of business, as determined in good faith by the Board, was presented at a meeting of stockholders

held not more than 30 days before the Meeting Requests from the Required Percent are received by the Secretary or (E) the Meeting Requests

from the Required Percent were made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable

law; and

(ii) Nothing

herein shall prohibit the Board from including in the Corporation’s notice of any special meeting of stockholders called by the

Secretary additional matters to be submitted to the stockholders at such meeting not included in the Meeting Request(s) in respect of

such meeting.

Scction 2.4 Notice of Meetings.

Except as otherwise provided by law, notice, including by electronic transmission in the manner provided by the General Corporation Law

of the State of Delaware as amended (the “DGCL”), of each meeting of the stockholders, whether annual or special, shall

be given by the Corporation not less than 10 days nor more than 60 days before the date of the meeting to each stockholder of record entitled

to notice of the meeting. A notice to a stockholder shall be deemed given as follows: (i) if given by hand delivery, when actually received

by the stockholder, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon

prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, (iii) if sent

for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid,

addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, and (iv) if given by

a form of electronic transmission in compliance with applicable law, (A) if by facsimile transmission, when directed to a number at which

the stockholder has consented to receive notice, (B) if by electronic mail, when directed to an electronic mail address at which the stockholder

has consented to receive notice, (C) if by a posting on an electronic network together with separate notice to the stockholder of such

specified posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (D) if by any other form of electronic

transmission, when directed to the stockholder. Notice shall also be deemed to have been given to all stockholders of record who share

an address if notice is given in accordance with the “householding” rules set forth in the rules of the U.S. Securities and

Exchange Commission (“SEC”) promulgated under the Exchange Act, and Section 233 of the DGCL. Each such notice shall

state the place (or, if applicable, that the meeting will be held by means of remote communication), the date and the hour of the meeting,

and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting of the stockholders

shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy without protesting, prior to

or at the commencement of the meeting, the lack of proper notice to such stockholder, or who shall waive notice thereof as provided in

Article X of these By-laws. Notice of adjournment of a meeting of the stockholders need not be given, unless the adjournment is for more

than 30 days or, after adjournment, a new record date is fixed for the adjourned meeting, if the time and place, if any, to which it is

adjourned (i) are announced at such meeting, (ii) displayed, during the time scheduled for the meeting, on the same electronic network

used to enable stockholders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting

given in accordance with this Section 2.4.

Scction 2.5 Quorum. Except

as otherwise provided by law or by the Certificate, the holders of a majority in voting power of the shares of capital stock of the Corporation

entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum at any meeting of the stockholders; provided,

however, that in the case of any vote to be taken by classes or series, the holders of a majority in voting power of the shares

of any such class or series of capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy, shall

constitute a quorum of such class or series. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave

less than a quorum.

Scction 2.6 Adjournments.

The chairman of the meeting or the holders of a majority in voting power of the shares of capital stock of the Corporation entitled to

vote and who are present in person or by proxy may adjourn the meeting from time to time whether or not a quorum is present. In the event

that a quorum does not exist with respect to any vote to be taken by a particular class or series, the chairman of the meeting or the

holders of a majority in voting power of the shares of such class or series who are present in person or by proxy may adjourn the meeting

with respect to the vote(s) to be taken by such class or series. At any such adjourned meeting at which a quorum may be present, any business

may be transacted which might have been transacted at the meeting as originally called.

Scction 2.7 Order of Business.

(a) At

each meeting of the stockholders, the Chairman of the Board or, in the absence of the Chairman of the Board, the Chief Executive Officer

or, in the absence of the Chairman of the Board and the Chief Executive Officer, such person as shall be selected by the Board, shall

act as chairman of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. 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 establishment of procedures

for 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.

(b) At

any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the annual meeting (i)

by or at the direction of the chairman of the meeting or (ii) by any stockholder who is a holder of record at the time of the giving of

the notice provided for in this Section 2.7, who is entitled to vote at the meeting and who complies with the procedures set forth in

this Section 2.7 (such business, “Stockholder Business”).

business (other than nominations for election of directors, which are governed by Section 3.3) properly to be brought before an annual

meeting of stockholders by a stockholder, the stockholder must have given timely notice thereof (a “Notice of Business”)

in proper written form to the Secretary of the Corporation (the “Secretary”). To be timely, a Notice of Business must

be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not less than 90 days nor

more than 120 days prior to the first anniversary of the date of the immediately preceding annual meeting as first specified in the Corporation’s

notice of meeting (without regard to any postponements or adjournments of such meeting after such notice was first sent); provided,

however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such

anniversary date, a Notice of Business to be timely must be so delivered or received no earlier than the 120th day prior to such annual

meeting and no later than the later of (x) the close of business on the 90th day prior to such annual meeting or (y) the 10th day following

the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment

or postponement, or an adjournment or postponement, of a meeting commence a new time period (or extend any time period) for the giving

of a stockholder’s notice as described above. To be in proper written form, the Notice of Business must set forth:

(i) the

name and record address of each stockholder proposing to bring business before the annual meeting (each, a “Proponent”),

as they appear on the Corporation’s books;

(ii) the

name and address of each Stockholder Associated Person (as defined below);

(iii) as

to each Proponent and each Stockholder Associated Person, (A) the class or series and number of shares of stock directly or indirectly

held of record and beneficially by such Proponent or Stockholder Associated Person, (B) a description of any agreement, arrangement or

understanding, direct or indirect, with respect to the business to be brought before the annual meeting, between or among any Proponent

or any Stockholder Associated Person, (C) a description of any agreement, arrangement or understanding (including any derivative or short

positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered into, directly or indirectly,

as of the date of the notice by, or on behalf of, any Proponent or any Stockholder Associated Person, the effect or intent of which is

to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, any Proponent or

any Stockholder Associated Person with respect to shares of stock of the Corporation (a “Derivative”), (D) a description

in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or other relationship pursuant to

which any Proponent or any Stockholder Associated Person has a right to vote any shares of stock of the Corporation and (E) any profit-sharing

or any performance-related fees (other than an asset-based fee) that any Proponent or any Stockholder Associated Person is entitled to,

based on any increase or decrease in the value of stock of the Corporation or Derivatives thereof, if any, as of the date of such notice.

The information specified in Section 2.7(c)(i) to (iii) of this Article II is referred to herein as “Stockholder Information”;

(iv) a representation

that each Proponent is a holder of record of stock of the Corporation entitled to vote at the annual meeting and intends to appear in

person or by proxy at the annual meeting to propose such proposed business;

(v) a brief

description of the business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions

proposed for consideration and, if such business includes a proposal to amend the By-laws, the language of the proposed amendment) and

the reasons for conducting such business at the annual meeting and the reasons that each Proponent believes conducting such business at

the annual meeting and taking such actions would be in the best interests of the Corporation and its stockholders;

(vi) any

material interest of any Proponent and any Stockholder Associated Person in such proposed business or the outcome of any vote to be taken

with respect thereto;

(vii) any

proxy, contract, agreement, arrangement, understanding or relationship pursuant to which such Proponent or any Stockholder Associated

Person or any other person representing such Proponent has a right to vote any shares of the Corporation or which has the effect of increasing

or decreasing the voting power of such stockholder or person, other than as disclosed pursuant to clause (iii)(D) above;

(viii) a

representation as to whether the Proponent(s) intend (A) to deliver a proxy statement and form of proxy to holders of at least the percentage

of the Corporation’s outstanding capital stock required to approve or adopt such Stockholder Business or (B) otherwise to solicit

proxies from stockholders in support of such Stockholder Business;

(ix) all

other information that would be required to be filed with the SEC if the Proponent(s) or Stockholder Associated Persons were participants

in a solicitation subject to Section 14 of the Exchange Act (or any successor of such Section); and

(x) a representation

that each Proponent shall provide all information, affirmations, updates and supplements required by these By-laws.

(d) The

Proponent shall provide any other information reasonably requested from time to time by the Corporation within five business days after

each such request.

(e) In

addition, each Proponent shall (i) promptly update or supplement any information provided in the Notice of Business or at the Corporation’s

request (and in any event no later than two business days prior to the commencement of the applicable meeting of stockholders) if any

such information ceases for any reason to be accurate or complete in any material respect and (ii) affirm as true and correct such information

as of (A) the record date for the meeting and (B) the date that is 10 business days prior to the announced date of the meeting to which

the Notice of Business relates, in each case of clause (A) and (B) by no later than five business days after the applicable date. Such

affirmation, update and/or supplement must be delivered personally or mailed to, and received at the principal executive offices of the

Corporation, addressed to the Secretary.

(f) In

addition to the requirements of this Section 2.7, the Proponents shall comply with all applicable requirements of the Exchange Act and

the rules and regulations thereunder with respect to the matters set forth herein.

(g) The

person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that business was not properly brought

before the meeting in accordance with the procedures set forth in this Section 2.7, and, if he or she should so determine, he or she shall

so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(h) If

the Proponent (or a qualified representative of the Proponent) does not appear at the meeting of stockholders to present the Stockholder

Business such business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

A “qualified representative” of the Proponent or any stockholder means a person who is a duly authorized officer, manager

or partner of such stockholder or has been authorized by a writing executed by such stockholder or an electronic transmission delivered

by such stockholder to act for such stockholder as proxy with respect to the specific matter to be considered at the meeting of stockholders

and such person must produce such writing or electronic transmission, or a reliable reproduction (to the reasonable satisfaction of the

person presiding over the meeting) of the writing or electronic transmission, at the meeting of stockholders prior to the taking of action

by such person on behalf of the stockholder.

(i) “Stockholder

Associated Person” means with respect to any person, (i) any other beneficial owner of stock of the Corporation owned of record

or beneficially by such person and (ii) any person that directly, or indirectly through one or more intermediaries, controls, is controlled

by, is under common control with such person.

(j) “Control”

(including the terms “controlling”, “controlled by” and “under common control with”) means the possession,

direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership

of voting securities, by contract or otherwise.

(k) Nothing

in this Section 2.7 shall be deemed to affect any rights of the holders of any series of Preferred Stock of the Corporation pursuant to

any applicable provision of the Certificate. Nothing in this Section 2.7 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.

Scction 2.8 List of Stockholders.

It shall be the duty of the Secretary or other officer who has charge of the stock ledger to prepare and make, at least 10 days before

each meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing

the address of each stockholder and the number of shares registered in such stockholder’s name. Nothing in this Section shall require

the Corporation to include electronic mail addresses or other electronic content information on such list. Such list shall be produced

and kept available at the times and places required by law.

Scction 2.9 Voting.

(a) Except

as otherwise provided by law or by the Certificate, each stockholder of record of any series of Preferred Stock entitled to vote at any

meeting of stockholders shall be entitled to such number of votes, if any, for each share of such stock as may be fixed in the Certificate

or in the resolution or resolutions adopted by the Board providing for the issuance of such stock, and each stockholder of record of Common

Stock entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of such stock.

(b) Each

stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting

may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three

years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is

irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless

of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder

may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking

the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation.

as otherwise required by law and except as otherwise provided in the Certificate or these By-laws, all corporate actions to be taken by

vote of the stockholders shall be authorized by holders of a majority in voting power of the shares of capital stock of the Corporation

entitled to vote thereon and who are present in person or represented by proxy at a meeting of stockholders, and where a separate vote

by class or series is required, by holders of a majority in voting power of the shares of such class or series who are entitled to vote

thereon and are present in person or represented by proxy shall be the act of such class or series. For purposes of this Section 2.9(c),

votes cast “for” or “against” and “abstentions” with respect to such matter shall be counted as shares

of stock of the Corporation entitled to vote on such matter, while “broker non-votes” (or other shares of stock of the Corporation

similarly not entitled to vote) shall not be counted as shares entitled to vote on such matter.

(d) Unless

required by law or determined by the chairman of the meeting to be advisable, the vote on any matter, including, without limitation, the

election of directors, need not be by written ballot.

Scction 2.10 Inspectors.

The chairman of the meeting shall appoint one or more inspectors to act at any meeting of the stockholders. Such inspectors shall perform

such duties as shall be required by law or specified by the chairman of the meeting. Inspectors need not be stockholders. No director

or nominee for the office of director shall be appointed as an inspector.

Scction 2.11 Public Announcements.

For the purpose of Section 2.7 of this Article II, “public announcement” shall mean disclosure (i) in a press release

reported by the Dow Jones Newswire, Business Wire, Reuters Information Service or any similar or successor news wire service or (ii) in

a communication distributed generally to stockholders and in a document publicly filed by the Corporation with the SEC pursuant to Sections

13, 14 or 15(d) of the Exchange Act.

ARTICLE

III

Board of Directors

Scction 3.1 General Powers.

The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers

of the Corporation (or grant authority to exercise such powers) and do all such lawful acts and things as are not by law or by the Certificate

directed or required to be exercised or done by the stockholders.

Scction 3.2 Number, Qualification

and Election.

(a) The

number of directors constituting the Board shall be determined in accordance with the Certificate. The terms of office of directors shall

be governed by the Certificate.

(b) Each

director shall be a natural person of at least 21 years of age. Directors need not be stockholders of the Corporation. No person shall

qualify for service as a director of the Corporation or by one or more stockholders pursuant to any Certificates of Designation, as applicable),

unless such person agrees to submit promptly following such person’s election or reelection to the Board an irrevocable resignation

that will become effective in respect of subsequent elections upon (x) such person’s failure to receive a majority of the votes

cast in an uncontested election and (y) the acceptance of such resignation by the Board.

any uncontested election of directors, each person receiving a majority of the votes cast shall be deemed elected. For purposes of this

paragraph, a “majority of the votes cast” shall mean that the number of votes cast “for” a director must exceed

the number of votes cast “against” that director (with “abstentions” and “broker non-votes” not counted

as a vote cast with respect to that director). In any contested election of directors, the persons receiving a plurality of the votes

cast (with “abstentions” and “broker non-votes” not counted as a vote cast with respect to that director), up

to the number of directors to be elected in such election, shall be deemed elected. A contested election is one in which, as of the date

that is 14 calendar days in advance of the date the Corporation files its definitive proxy statement with the SEC (regardless of whether

or not it is thereafter revised or supplemented), the number of nominees exceeds the number of directors to be elected. An uncontested

election is any election that is not a contested election.

(d) With

respect to a resignation provided pursuant to Section 3.2(b), the Board shall consider such resignation and may either (i) accept the

resignation or (ii) reject the resignation and seek to address the underlying cause(s) of the failure to receive a majority of the votes

cast. While the Board may delegate to a committee the authority to assist the Board in its review of the matter, the Board shall decide

whether to accept or reject the resignation within 90 days following the certification of the stockholder vote. Once the Board makes this

decision, the Corporation will promptly make a public announcement of the Board’s decision in the manner described in Section 2.11.

If the Board rejects the resignation, the public announcement will include a statement regarding the reasons for its decision.

(e) The

chairman of the nominating and governance committee established pursuant to Section 4.1 will have the authority to manage the Board’s

review of the resignation. In the event it is the chairman of the nominating and governance committee who failed to receive a majority

of the votes cast in an uncontested election, the independent directors who received a majority of votes cast in favor of their election

shall select a director or group of directors to manage the process, and such director or directors shall have the authority otherwise

delegated to the chairman of the nominating and governance committee by this Section 3.2. Any director whose resignation is being considered

as a result of a failure to receive a majority of the votes cast shall not participate in the committee’s or the Board’s deliberations

or vote on whether to accept or reject his or her resignation; provided that any director, regardless of whether such director

failed to receive a majority of the votes cast, may participate in such deliberations or vote regarding another director’s resignation.

Scction 3.3 Notification of Nominations.

(a) Subject

to the rights of the holders of any outstanding series of Preferred Stock, nominations for the election of directors may be made by the

Board or by any stockholder pursuant to (i) this Section 3.3 for any stockholder of record who at the time of giving of the notice of

nomination provided for in this Section 3.3 is entitled to vote for the election of directors or (ii) Section 3.15. Subject to the rights

of the holders of any outstanding series of Preferred Stock, this Section 3.3 and Section 3.15 are the exclusive means by which a stockholder

may nominate a person for election to the Board. Any stockholder of record entitled to vote for the election of directors at a meeting

may nominate persons for election as directors only if timely written notice (a “Notice of Nomination”) of such stockholder’s

intent to make such nomination is given in proper written form to the Secretary. To be timely, a Notice of Nomination must be delivered

to or mailed and received at the principal executive offices of the Corporation (i) with respect to an election to be held at an annual

meeting of the stockholders, not less than 90 days nor more than 120 days prior to the first anniversary of the date of the immediately

preceding annual meeting as first specified in the Corporation’s notice of meeting (without regard to any postponements or adjournments

of such meeting after such notice was first sent); provided, however, that in the event that the date of the annual meeting

is more than 30 days earlier or more than 60 days later than such anniversary date, a Notice of Nomination to be timely must be so delivered

or received no earlier than the 120th day prior to such annual meeting and no later than the close of business on the later of the 90th

day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made

and (ii) with respect to an election to be held at a special meeting of the stockholders for the election of directors, no earlier than

the 90th day prior to such special meeting and no later than the close of business on the later of the 60th day prior to such special

meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting. In no event shall

the public announcement of an adjournment or postponement, or an adjournment or postponement, of a meeting commence a new time period

(or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper written form, the Notice

of Nomination shall set forth:

(i) the

Stockholder Information with respect to each stockholder nominating persons for election to the Board (each, a “Nominating Stockholder”)

and each Stockholder Associated Person (except that references to the “Proponent” shall instead refer to “Nominating

Stockholder);

(ii) a representation

that each Nominating Stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear

in person or by proxy at the meeting to propose such nomination;

(iii) all

information regarding each Nominating Stockholder, each nominee (each, a “Stockholder Nominee”) and each Stockholder

Associated Person that would be required to be disclosed in a solicitation of proxies subject to Section 14 of the Exchange Act, including

(1) any material interest of such Nominating Stockholder and any Stockholder Associated Person in such nomination or the outcome of any

vote to be taken with respect thereto, (2) any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which

such Nominating Stockholder or any Stockholder Associated Person or any other person representing such stockholder has a right to vote

any shares of the Corporation or which has the effect of increasing or decreasing the voting power of such stockholder or person, and

(3) any performance-related fees (other than an asset-based fee) to which such Nominating Stockholder or any Stockholder Associated Person

or any affiliate or immediate family member of such person may be entitled as a result of any increase or decrease in the value of shares

of the Corporation or any derivative securities of the Corporation’s equity;

(iv) (A)

each Stockholder Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;

(B) a completed and duly executed written questionnaire applicable to director nominees or director candidates of the Corporation, completed

and signed by each Stockholder Nominee (in the form to be provided by the Secretary within five business days following the Secretary’s

receipt of a written request from a stockholder of record identified by name); (C) a completed and duly executed written questionnaire

as may reasonably be requested by the Corporation with respect to the background and qualification of such Nominating Stockholder and

any other person or entity on whose behalf, directly or indirectly, the nomination is being made (in the form to be provided by the Secretary

within five business days following the Secretary’s receipt of a written request from a stockholder of record identified by name);

and (D) each Stockholder Nominee’s written representation and agreement (in the form provided by the Secretary within five business

days following receipt by the Secretary of a written request from a stockholder of record identified by name), (1) unless designated,

appointed or elected, as applicable, by one or more stockholders pursuant to any Certificates of Designation, as applicable, that if elected

as a director of the Corporation, such person will submit an irrevocable resignation effective upon (x) such person’s failure to

receive a majority of the votes cast in an uncontested election and (y) the acceptance of such resignation by the Board, (2) that such

person currently intends to serve as a director for the full term for which such person is standing for election, (3) that such person

is not and will not become party to 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 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, (4) that such person 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 to the Corporation, and (5) that such person would be in compliance,

if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of

interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation, and any other Corporation policies

and guidelines applicable to Corporation directors;

(v) a description

of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three

years, and any other material relationships, between or among a Nominating Stockholder, Stockholder Associated Person or others acting

in concert therewith, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K (or any

such successor requirement) if the Nominating Stockholder, Stockholder Associated Person or any person acting in concert therewith, were

the “registrant” for purposes of such rule and the Stockholder Nominee were a director or executive of such registrant;

(vi) a representation

as to whether the Nominating Stockholder(s) intend (A) to deliver a proxy statement and form of proxy to holders of at least the percentage

of the Corporation’s outstanding capital stock required to approve the nomination or (B) otherwise to solicit proxies from stockholders

in support of such nomination;

(vii) all

other information that would be required to be filed with the SEC if the Nominating Stockholder(s) and Stockholder Associated Person were

participants in a solicitation subject to Section 14 of the Exchange Act (or any such successor section); and

(viii) a

representation that each Nominating Stockholder shall provide all information, affirmations, updates and supplements required by these

By-laws.

(b) Each

Nominating Stockholder and Stockholder Nominee shall also provide any other information reasonably requested from time to time by the

Corporation within five business days after each such request.

addition, each Nominating Stockholder and Stockholder Nominee shall (i) promptly update or supplement any information provided in the

Notice of Nomination or at the Corporation’s request (and in any event no later than two business days prior to the commencement

of the applicable meeting of stockholders) if any such information ceases for any reason to be accurate or complete in any material respect

and (ii) affirm as true and correct such information as of (A) the record date for the meeting and (B) the date that is 10 business days

prior to the announced date of the meeting to which the Notice of Nomination relates, in each case of clause (A) or (B) by no later than

five business days after the applicable date. Such affirmation, update and/or supplement must be delivered personally or mailed to, and

received at the principal executive offices of the Corporation, addressed to the Secretary.

(d) In

addition to the requirements of this Section 3.3, each Nominating Stockholder and Stockholder Nominee shall comply with all applicable

requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein.

(e) The

person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that the nomination was not made

in accordance with the procedures set forth in this Section 3.3, and, if he or she should so determine, he or she shall so declare to

the meeting and the defective nomination shall be disregarded.

(f) If

the Nominating Stockholder (or a qualified representative of the stockholder) does not appear at the applicable stockholder meeting to

nominate the Stockholder Nominees, such nomination shall be disregarded and such business shall not be transacted, notwithstanding that

proxies in respect of such vote may have been received by the Corporation.

(g) Nothing

in this Section 3.3 shall be deemed to affect any rights of the holders of any series of Preferred Stock of the Corporation pursuant to

any applicable provision of the Certificate or any Certificates of Designation.

(h) Notwithstanding

anything in the immediately preceding paragraph of this Section 3.3 to the contrary, in the event that the number of directors to be elected

to the Board at an annual meeting of the stockholders is increased and there is no public announcement specifying the size of the increased

Board made by the Corporation at least 100 days prior to the first anniversary of the date of the immediately preceding annual meeting,

a stockholder’s notice required by this Section 3.3 shall also be considered timely, but only with respect to nominees for any new

positions created by such increase, if it shall be delivered to or mailed to and received by the Secretary at the principal executive

offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is

first made by the Corporation.

(i) Any

stockholder directly or indirectly soliciting proxies from other stockholders in respect of any nomination or other business must use

a proxy-card color other than white, which is reserved for the exclusive use by the Board.

Scction 3.4 Quorum and Manner

of Acting. Except as otherwise provided by law, the Certificate or these By-laws, a majority of the total number of directors shall

constitute a quorum for the transaction of business at any meeting of the Board, and, except as so provided, the vote of a majority of

the directors present at any meeting at which a quorum is present shall be the act of the Board. The chairman of the meeting or a majority

of the directors present may adjourn the meeting to another time and place, if any, whether or not a quorum is present. At any adjourned

meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Scction 3.5 Place of Meeting.

Subject to Sections 3.6 and 3.7 of this Article III, the Board may hold its meetings at such place or places, if any, either within or

outside of the State of Delaware, as the Board may from time to time determine, or as shall be specified or fixed in the respective notices

or waivers of notice thereof.

Scction 3.6 Regular Meetings.

Regular meetings of the Board shall be held at such times as the Board shall from time to time determine, at such locations as the Board

may determine.

Scction 3.7 Special Meetings.

Special meetings of the Board shall be held whenever called by the Chairman of the Board, the Chief Executive Officer or by a majority

of the non-employee directors, and shall be held at such place, if any, on such date and at such time as he, she or they, as applicable,

shall fix.

Scction 3.8 Notice of Meetings.

Notice of regular meetings of the Board or of any adjourned meeting thereof need not be given. Notice of each special meeting of the Board

shall be given by overnight delivery service or mailed to each director, in either case addressed to such director at such director’s

residence or usual place of business, at least 48 hours before the day on which the meeting is to be held or shall be sent to such director

at such place by telecopy or by electronic transmission or shall be given personally or by telephone, not later than 24 hours before the

meeting is to be held, but notice need not be given to any director who shall, either before or after the meeting, submit a waiver of

such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director.

Unless otherwise required by these By-laws, every such notice shall state the time and place, if any, but need not state the purpose of

the meeting.

Scction 3.9 Rules and Regulations.

The Board may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate or these By-laws for the conduct

of its meetings and management of the affairs of the Corporation as the Board may deem proper.

Scction 3.10 Participation in

Meeting by Means of Communications Equipment. Any one or more members of the Board or any committee thereof may participate in any

meeting of the Board or of any such committee by means of conference telephone or other communications equipment by means of which all

persons participating in the meeting can hear each other or as otherwise permitted by law, and such participation in a meeting shall constitute

presence in person at such meeting.

Scction 3.11 Action Without Meeting.

Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all

of the members of the Board or of any such committee consent thereto in writing or as otherwise permitted by law and, if required by law,

the writing or writings are filed with the minutes or proceedings of the Board or of such committee.

Scction 3.12 Chairman. The

Board shall periodically select one of its members to be Chairman and shall fill any vacancy in the position of Chairman at such time

and in such manner as the Board shall determine.

Scction 3.13 Resignations.

Any director of the Corporation may at any time resign by giving written notice to the Board, the Chairman of the Board, the Chief Executive

Officer or the Secretary. Such resignation shall take effect at the time specified therein or, if the time be not specified therein, upon

receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Scction 3.14 Compensation.

Each director, in consideration of such person serving as a director, shall be entitled to receive from the Corporation such amount per

annum and such fees (payable in cash or stock-based compensation) for attendance at meetings of the Board or of committees of the Board,

or both, and for acting as a chair of a committee of the Board, and/or any other compensation in each case as the Board or a committee

thereof shall from time to time determine. In addition, each director shall be entitled to receive from the Corporation reimbursement

for the reasonable expenses incurred by such person in connection with the performance of such person’s duties as a director. Nothing

contained in this Section 3.14 shall preclude any director from serving the Corporation or any of its subsidiaries in any other capacity

and receiving compensation therefor.

Scction 3.15 Proxy Access.

(a) The

Corporation shall include in its proxy statement and on its form of proxy for an annual meeting of stockholders the name of, and the Required

Information (as defined below) relating to, any nominee for election or reelection to the Board who satisfies the eligibility requirements

in this Section 3.15 (a “Proxy Access Nominee”) and who is identified in a notice that complies with Section 3.15(f)

of this Article III and that is timely delivered pursuant to Section 3.15(g) of this Article III (the “Stockholder Notice”)

by one stockholder, or a group of no more than twenty stockholders, who:

(i) elects

at the time of delivering the Stockholder Notice to have such Proxy Access Nominee included in the Corporation’s proxy materials;

(ii) as

of the date of the Stockholder Notice and the record date for determining stockholders entitled to vote at the annual meeting of stockholders,

Owns (as defined below in Section 3.15(c) of this Article III) a number of shares of the Corporation that represents at least 3% of the

outstanding shares of the Corporation entitled to vote generally in the election of directors (the “Required Shares”)

and has Owned continuously the Required Shares (as adjusted for any stock splits, stock dividends or similar events) for at least three

years; and

(iii) satisfies

the additional requirements in these By-laws (such stockholder or group of stockholders, collectively, an “Eligible Stockholder”).

(b) For

purposes of satisfying the Ownership requirement under Section 3.15(a) of this Article III:

(i) the

outstanding shares of the Corporation Owned by a group of one or more stockholders may be aggregated (for the avoidance of doubt, the

number of stockholders and other beneficial owners whose ownership of shares is aggregated for such purpose shall not exceed twenty);

and

(ii) two

or more funds that are (A) under common management and investment control, (B) under common management and funded primarily by the same

employer, or (C) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company

Act of 1940, as amended, shall, in each case, be treated as one stockholder.

purposes of this Section 3.15, an Eligible Stockholder “Owns” only those outstanding shares of the Corporation as to which

the stockholder or group of stockholders possesses both:

(i) the

full voting and investment rights pertaining to the shares, and

(ii) the

full economic interest in (including, without limitation, the opportunity for profit and risk of loss on) such shares; provided

that the number of shares calculated in accordance with clauses (i) and (ii) of this Section 3.15(c) shall not include any shares:

(A) sold

by such stockholder or any affiliate (as defined below in this Section 3.15(c)) in any transaction that has not been settled or closed,

including, without limitation, any short sale;

(B) borrowed

by such stockholder or any affiliate for any purposes or purchased by such stockholder or any affiliate pursuant to an agreement to resell;

to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder

or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount

or value of outstanding shares of the Corporation, in any such case which instrument or agreement has, or is intended to have, or if exercised

would have, the purpose or effect of:

(1) reducing

in any manner, to any extent or at any time in the future, such stockholder’s or any of its affiliates’ full right to vote

or direct the voting of any such shares; and/or

(2) hedging,

offsetting or altering to any degree gain or loss arising from the full economic interest in such shares by such stockholder or affiliate.

A stockholder “Owns” shares held in the name of a nominee

or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of

directors and possesses the full economic interest in the shares. A stockholder’s Ownership of shares shall be deemed to continue

during any period in which the stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or

arrangement that is revocable at any time by the stockholder. A stockholder’s Ownership of shares shall be deemed to continue during

any period in which the stockholder has loaned such shares, provided that the stockholder has the power to recall such loaned shares

on five business days’ notice and has recalled such loaned shares as of the date of the Stockholder Notice and through the date

of the annual meeting of stockholders. The terms “Owned,” “Owning” and other variations of the word “Own”

shall have correlative meanings. Whether outstanding shares of the Corporation are “Owned” for these purposes shall be determined

by the Board.

For purposes of this Section 3.15, the term “affiliate”

or “affiliates” shall have the meaning ascribed thereto under the General Rules and Regulations under the Exchange Act.

(d) No

stockholder may be a member of more than one group of stockholders constituting an Eligible Stockholder under this Section 3.15, and no

shares of the Corporation may be attributed to more than one Eligible Stockholder or group constituting an Eligible Stockholder.

(e) For

purposes of this Section 3.15, the “Required Information” that the Corporation will include in its proxy materials is:

(i) the

information concerning the Proxy Access Nominee and the Eligible Stockholder that is required to be disclosed in the Corporation’s

proxy materials by the applicable requirements of the Exchange Act and the rules and regulations thereunder; and

(ii) if

the Eligible Stockholder so elects, a written statement of the Eligible Stockholder, not to exceed 500 words, in support of its Proxy

Access Nominee, which must be provided at the same time as the Stockholder Notice for inclusion in the Corporation’s proxy materials

for the annual meeting of stockholders.

Notwithstanding anything to the contrary contained in this Section

3.15, the Corporation may omit from its proxy materials any information or statement that it, in good faith, believes would violate any

applicable law, rule, regulation or listing standard. Nothing in this Section 3.15 shall limit the Corporation’s ability to solicit

against a stockholder nominee and include in its proxy materials its own statements relating to any Eligible Stockholder or Proxy Access

Nominee.

(f) The

Stockholder Notice shall set forth the information required under Section 3.3(a) of this Article III (replacing the term “Proponent”

with “Eligible Stockholder” and the term “Stockholder Nominee” with “Proxy Access Nominee”), including

the questionnaire, agreement and other materials required by Section 3.3(a)(iv), and, in addition, shall include:

(i) a copy

of the Schedule 14N that has been or concurrently is filed with the SEC under Exchange Act Rule 14a-18 (or any successor schedule or rule);

and

(ii) the

written agreement of the Eligible Stockholder (or in the case of a group, each stockholder whose shares are aggregated for purposes of

constituting an Eligible Stockholder) addressed to the Corporation (in the form provided by the Secretary within five business days following

receipt of a written request), setting forth the following additional agreements, representations and warranties:

(A) a

certification as to the number of shares of the Corporation it Owns and has Owned continuously for at least three years as of the date

of the Stockholder Notice and agreeing to continue to Own such shares through the date of the annual meeting of stockholders, which statement

shall also be included in the written statements set forth in Item 4 of the Schedule 14N (or any successor schedule) filed by the Eligible

Stockholder with the SEC;

(B) the

Eligible Stockholder’s agreement to provide the information required under Section 3.3(a) of this Article III and the written statements

from the record holder and intermediaries as required under Section 3.15(h) of this Article III verifying the Eligible Stockholder’s

continuous Ownership of the Required Shares through and as of the business day immediately preceding the date of the annual meeting of

stockholders;

Eligible Stockholder’s representation and agreement that the Eligible Stockholder (including each member of any group of stockholders

that together is an Eligible Stockholder under this Section 3.15):

(1) acquired

the Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and

does not presently have such intent;

(2) will

provide facts, statements and other information in all communications with the Corporation and stockholders of the Corporation that are

true and correct in all material respects and do not omit to state a material fact necessary in order to make the statements made, in

light of the circumstances under which they were made, not misleading;

(3) has

not nominated and will not nominate for election to the Board at the annual meeting of stockholders any person other than the Proxy Access

Nominee(s) being nominated pursuant to this Section 3.15;

(4) has

not engaged and will not engage in a, and has not been and will not be a “participant” (as defined in Item 4 of the Exchange

Act Schedule 14A) (or any successor schedule) in other person’s, “solicitation” within the meaning of Exchange Act Rule

14a-1(l) (or any successor rule), in support of the election of any individual as a director at the annual meeting of stockholders other

than its Proxy Access Nominee or a nominee of the Board; and

(5) will

not distribute to any stockholder any form of proxy for the annual meeting of stockholders other than the form distributed by the Corporation.

(D) the

Eligible Stockholder’s agreement to:

(1) assume

all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the

stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation;

(2) indemnify

and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages

in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation

or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Section

3.15; provided, however, that the indemnification by the Eligible Stockholder under this Section 3.15(f)(ii)(D)(2) shall

no longer be required or apply with respect to any acts or omissions by the Proxy Access Nominee that occur after such Proxy Access Nominee’s

election to the Board;

(3) comply

with all other laws, rules, regulations and listing standards applicable to any solicitation in connection with the annual meeting of

stockholders;

(4) file

all materials described below in Section 3.15(h)(iii) of this Article III with the SEC, regardless of whether any such filing is required

under Exchange Act Regulation 14A (or any successor regulation), or whether any exemption from filing is available for such materials

under Exchange Act Regulation 14A (or any successor regulation);

(5) provide

to the Corporation prior to the annual meeting of stockholders such additional information as necessary or reasonably requested by the

Corporation;

(6) promptly

disclose to the Corporation if the Eligible Stockholder does not intend to continue to Own the Required Shares for at least one year following

the annual meeting of stockholders; and

(7) in the

case of a nomination by a group of stockholders that together is an Eligible Stockholder, the designation by all group members of one

group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including,

without limitation, any withdrawal of the nomination.

(g) To

be timely under this Section 3.15, the Stockholder Notice must be delivered to or mailed and received at the principal executive offices

of the Corporation (i) with respect to an election to be held at an annual meeting of the stockholders, not less than 120 days nor more

than 150 days prior to the first anniversary of the date the definitive proxy statement was first released to stockholders in connection

with the previous year’s annual meeting of stockholders; provided, however, that in the event that the date of the

annual meeting of stockholders is more than 30 days earlier or more than 60 days later than such anniversary date, the Stockholder Notice

to be timely must be so delivered or received no earlier than the 150th day prior to such annual meeting of stockholders and no later

than the close of business on the later of the 120th day prior to such annual meeting of stockholders or the 10th day following the day

on which public announcement of the date of such meeting is first made and (ii) with respect to an election to be held at a special meeting

of the stockholders for the election of directors, not earlier than the 90th day prior to such special meeting and not later than the

close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement

is first made of the date of the special meeting. In no event shall any adjournment or postponement of an annual meeting of stockholders,

or the announcement thereof, commence a new time period (or extend any time period) for the giving of the Stockholder Notice as described

above. For purposes of Rule 14a-18 under the Exchange Act (or any successor rule), the applicable “date specified by the registrant’s

advance notice provision” shall be the date determined pursuant to this Section 3.15(g).

(h) An

Eligible Stockholder (or in the case of a group, each stockholder whose shares are aggregated for purposes of constituting an Eligible

Stockholder) must:

(i) within

five business days after the date of the Stockholder Notice provide one or more written statements from the record holder(s) of the Required

Shares and from each intermediary through which the Required Shares are or have been held, in each case during the requisite three-year

holding period, verifying that the Eligible Stockholder Owns, and has Owned continuously for the preceding three years, the Required Shares;

(ii) include

in the written statements provided pursuant to Item 4 of Schedule 14N (or any successor schedule) filed with the SEC a statement certifying

that it Owns and continuously has Owned the Required Shares for at least three years;

(iii) file

with the SEC any solicitation or other communication relating to the current year annual meeting of stockholders, one or more of the Corporation’s

directors or director nominees or any Proxy Access Nominee, regardless of whether any such filing is required under Exchange Act Regulation

14A (or any successor regulation) or whether any exemption from filing is available for such solicitation or other communication under

Exchange Act Regulation 14A (or any successor regulation); and

(iv) as

to any group of funds whose shares are aggregated for purposes of constituting an Eligible Stockholder, within five business days after

the date of the Stockholder Notice, provide documentation reasonably satisfactory to the Corporation that demonstrates that the funds

satisfy Section 3.15(b)(ii) of this Article III.

(i) Notwithstanding

anything to the contrary contained in this Section 3.15, the Corporation may omit from its proxy materials any Proxy Access Nominee, and

such nomination shall be disregarded and no vote on such Proxy Access Nominee will occur, notwithstanding that proxies in respect of such

vote may have been received by the Corporation, if:

(i) the

Secretary receives notice that a stockholder intends to nominate a person for election to the Board which stockholder does not elect to

have its nominee(s) included in the Corporation’s proxy materials pursuant to this Section 3.15;

(ii) the

Eligible Stockholder or Proxy Access Nominee breaches any of its respective agreements, representations or warranties set forth in the

Stockholder Notice or otherwise required by this Section 3.15, or if any of the information in the Stockholder Notice (or otherwise submitted

pursuant to this Section 3.15) was not, when provided, true, correct and complete or the requirements of this Section 3.15 have otherwise

not been met;

(iii) the

Proxy Access Nominee or the stockholder or group of stockholders (including any member thereof) who has nominated such Proxy Access Nominee

has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation”

within the meaning of Rule 14a-1(l) under the Exchange Act, in support of the election of any individual as a director at the meeting

other than such Proxy Access Nominee or a nominee of the Board;

(iv) the

Proxy Access Nominee (A) is not independent under the listing standards of the principal U.S. exchange upon which the shares of the Corporation

are listed, any applicable rules of the SEC and any publicly disclosed standards used by the Board in determining and disclosing the independence

of the Corporation’s directors, (B) does not qualify as independent under the audit committee independence requirements set forth

in the rules of the principal U.S. exchange on which shares of the Corporation are listed, as a “non-employee director” under

Exchange Act Rule 16b-3 (or any successor rule) or as an “outside director” for the purposes of Section 162(m) of the Internal

Revenue Code (or any successor provision), (C) is or has been, within the three years preceding the date the Corporation first mails to

the stockholders its notice of the meeting that includes the Proxy Access Nominee, an officer or director of a competitor, as defined

in Section 8 of the Clayton Antitrust Act of 1914, as amended, (D) is an officer, director or general partner of any legal entity where

a fellow officer, director or general partner of such legal entity is an officer or director of a competitor, as defined in Section 8

of the Clayton Antitrust Act of 1914, as amended, (E) is a named subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses) or has been convicted in a criminal proceeding within the 10 years preceding the date the Corporation first

mails to the stockholders its notice of the meeting that includes the Proxy Access Nominee, or (F) is subject to any order of the type

specified in Rule 506(d) of Regulation D (or any successor rule) promulgated under the Securities Act of 1933, as amended; or

(v) the

election of the Proxy Access Nominee to the Board would cause the Corporation to be in violation of the Certificate, these By-laws or

any applicable state or federal law, rule, regulation or listing standard.

(j) The

maximum number of Proxy Access Nominees appearing in the Corporation’s proxy materials with respect to an annual meeting of stockholders

pursuant to this Section 3.15 (including, without limitation, any Proxy Access Nominee whose name was submitted for inclusion in the Corporation’s

proxy materials for such annual meeting of stockholders but who is nominated by the Board as a Board nominee for such annual meeting of

stockholders), together with:

(i) any

nominees who were previously elected to the Board as (A) Proxy Access Nominees pursuant to this Section 3.15 (including, without limitation,

any Proxy Access Nominee whose name was submitted for inclusion in the Corporation’s proxy materials for such prior annual meeting

of stockholders but who was nominated by the Board as a Board nominee for such prior annual meeting of stockholders) or (B) a nominee

of any stockholder in any other manner, in either case at any of the preceding two annual meetings of stockholders and who are re-nominated

for election at such annual meeting of stockholders by the Board, and

(ii) any

Proxy Access Nominee who was qualified for inclusion in the Corporation’s proxy materials for such annual meeting of stockholders

but whose nomination is subsequently withdrawn, shall not exceed the greater of (x) two or (y) 20% of the number of directors in office

as of the last day on which a Stockholder Notice may be delivered pursuant to this Section 3.15 with respect to such annual meeting of

stockholders, or if such amount as calculated in clause (y) of this Section 3.15(j) is not a whole number, the closest whole number below

20%; provided that if there is a vacancy on the Board and the number of directors is decreased prior to such annual meeting of

stockholders, then the 20% of the number of directors shall be calculated based on the number of directors in office as of the date of

such decrease in the number of directors. In the event that the number of Proxy Access Nominees submitted by Eligible Stockholders pursuant

to this Section 3.15 exceeds this maximum number, each Eligible Stockholder will select one Proxy Access Nominee for inclusion in the

Corporation’s proxy materials until the maximum number is reached, going in order of the number (largest to smallest) of shares

of the Corporation each Eligible Stockholder disclosed as Owned in its respective Stockholder Notice submitted to the Corporation. If

the maximum number is not reached after each Eligible Stockholder has selected one Proxy Access Nominee, this selection process will continue

as many times as necessary, following the same order each time, until the maximum number is reached.

(k) Notwithstanding

the foregoing provisions of this Section 3.15, unless otherwise required by law or otherwise determined by the person presiding over the

meeting, if none of (i) the Eligible Stockholder or (ii) a qualified representative of the Eligible Stockholder appears at the annual

meeting of stockholders to present such Eligible Stockholder’s Proxy Access Nominees, such nomination or nominations shall be disregarded

and conclusively deemed withdrawn, notwithstanding that proxies in respect of the election of the Proxy Access Nominees may have been

received by the Corporation.

(l) Any

Proxy Access Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of stockholders but either

(i) withdraws from or becomes ineligible or unavailable for election at the annual meeting of stockholders, or (ii) does not receive at

least 25% of the votes cast in favor of the Proxy Access Nominee’s election, will be ineligible to be a Proxy Access Nominee pursuant

to this Section 3.15 for the next two annual meetings of stockholders.

(m) The

Corporation may request such additional information as necessary to permit the Board to determine if each Proxy Access Nominee is independent

under the listing standards of the principal United States exchange upon which the shares of the Corporation are listed, any applicable

rules of the SEC and any publicly disclosed standards used by the Board in determining and disclosing the independence of the Corporation’s

directors.

(n) Subject

to any Certificates of Designation, as applicable, and except as required by law, this Section 3.15 shall be the exclusive method for

stockholders to include nominees for director election in the Corporation’s proxy materials.

ARTICLE

Committees of the Board of Directors

Scction 4.1 Committees of the

Board. The Board shall designate such committees as may be required by the listing standards of the principal United States exchange

upon which the shares of the Corporation’s capital stock are listed and may from time to time designate other committees of the

Board (including, without limitation, an executive committee), with such lawfully delegable powers and duties as it thereby confers, to

serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to

serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified

member at any meeting of the committee.

Scction 4.2 Conduct of Business.

Any committee, to the extent allowed by law and provided in the resolution establishing such committee or the charter of such committee,

shall have and may exercise all the duly delegated powers and authority of the Board in the management of the business and affairs of

the Corporation. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted.

In the absence of any such prescription, any such committee shall have the power to prescribe the manner in which its proceedings shall

be conducted. Unless the Board or such committee shall otherwise provide, regular and special meetings and other actions of any such committee

shall be governed by the provisions of Article III applicable to meetings and actions of the Board. Each committee shall keep regular

minutes and report on its actions to the Board.

ARTICLE

Officers

Scction 5.1 Number; Term of Office.

The officers of the Corporation shall be elected by the Board and may consist of: a Chief Executive Officer, a President, a Chief Operating

Officer, a Chief Financial Officer and one or more Vice Presidents (including, without limitation, Senior Vice Presidents) and a Treasurer,

Controller and Secretary and such other officers and agents with such titles and such duties as the Board may from time to time determine,

each to have such authority, functions or duties as in these By-laws provided or as the Board may from time to time determine, and each

to hold office for such term as may be prescribed by the Board and until such person’s successor shall have been chosen and shall

qualify, or until such person’s death or resignation, or until such person’s removal in the manner hereinafter provided. One

person may hold the offices and perform the duties of any two or more of said officers; provided, however, that no officer

shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Certificate or

these By-laws to be executed, acknowledged or verified by two or more officers. The Board may require any officer or agent to give security

for the faithful performance of such person’s duties.

Scction 5.2 Removal. Subject

to Section 5.13 of this Article V, any officer may be removed, either with or without cause, by the Board at any meeting thereof called

for the purpose, by the Chief Executive Officer, or by any other superior officer upon whom such power may be conferred by the Board.

Scction 5.3 Resignation.

Any officer may resign at any time by giving notice to the Board, the Chief Executive Officer or the Secretary. Any such resignation shall

take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the

acceptance of such resignation shall not be necessary to make it effective.

Scction 5.4 Chief Executive Officer.

The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, subject to the

control of the Board, and shall report directly to the Board.

Scction 5.5 President. The

President shall perform such senior duties as he or she may agree with the Chief Executive Officer (if the position is held by an individual

other than the Chief Executive Officer) or as the Board shall from time to time determine.

Scction 5.6 Chief Operating Officer.

The Chief Operating Officer shall perform such senior duties in connection with the operations of the Corporation as he or she may agree

with the Chief Executive Officer or as the Board shall from time to time determine. The Chief Operating Officer shall, when requested,

counsel with and advise the other officers of the Corporation.

Scction 5.7 Chief Financial Officer.

The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall

supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise

the other officers of the Corporation and shall perform such other duties as he or she may agree with the Chief Executive Officer or as

the Board may from time to time determine.

Scction 5.8 Vice Presidents.

Any Vice President shall have such powers and duties as shall be prescribed by his or her superior officer or the Board. A Vice President

shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he or she

may agree with the Chief Executive Officer or as the Board may from time to time determine. A Vice President need not be an officer of

the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board.

Scction 5.9 Treasurer. The

Treasurer shall supervise and be responsible for all the funds and securities of the Corporation; the deposit of all moneys and other

valuables to the credit of the Corporation in depositories of the Corporation; borrowings and compliance with the provisions of all indentures,

agreements and instruments governing such borrowings to which the Corporation is a party; the disbursement of funds of the Corporation

and the investment of its funds; and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer

shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he or she

may agree with the Chief Executive Officer or the Chief Financial Officer or as the Board may from time to time determine.

Scction 5.10 Controller.

The Controller shall be the chief accounting officer of the Corporation. The Controller shall, when requested, counsel with and advise

the other officers of the Corporation and shall perform such other duties as he or she may agree with the Chief Executive Officer or the

Chief Financial Officer or as the Board may from time to time determine.

Scction 5.11 Secretary. It

shall be the duty of the Secretary to act as secretary at all meetings of the Board, of the committees of the Board and of the stockholders

and to record the proceedings of such meetings in a book or books to be kept for that purpose; the Secretary shall see that all notices

required to be given by the Corporation are duly given and served; the Secretary shall be custodian of the seal of the Corporation and

when deemed necessary shall affix the seal or cause it to be affixed to all certificates of stock, if any, of the Corporation (unless

the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and to all documents, the execution of

which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-laws; the Secretary

shall have charge of the books, records and papers of the Corporation and shall see that the reports, statements and other documents required

by law to be kept and filed are properly kept and filed; and in general shall perform all of the duties incident to the office of Secretary.

The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties

as he or she may agree with the Chief Executive Officer or as the Board may from time to time determine.

Scction 5.12 Assistant Treasurers,

Assistant Controllers and Assistant Secretaries. Any Assistant Treasurers, Assistant Controllers and Assistant Secretaries shall perform

such duties as shall be assigned to them by the Board or by the Treasurer, Controller or Secretary, respectively, or by the Chief Executive

Officer. An Assistant Treasurer, Assistant Controller or Assistant Secretary need not be an officer of the Corporation and shall not be

deemed an officer of the Corporation unless elected by the Board.

Scction 5.13 Additional Matters.

The Chief Executive Officer, the President, the Chief Operating Officer and the Chief Financial Officer of the Corporation shall have

the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer,

Assistant Controller or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making

such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the

Board or appointed by any duly elected officer or assistant officer authorized by the Board to appoint such person.

ARTICLE

Indemnification

Scction 6.1 Right to Indemnification.

The Corporation, to the fullest extent permitted or required by the DGCL or other applicable law, as the same exists or may hereafter

be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment

permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment),

shall indemnify and hold harmless any person who is or was a director or officer of the Corporation and who is or was involved in any

manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any threatened, pending or

completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without

limitation, any action, suit or proceedings by or in the right of the Corporation to procure a judgment in its favor) (a “Proceeding”)

by reason of the fact that such person, or another person of whom such person is the legal representative, is or was a director, officer

or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer or agent of another corporation,

partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) (a “Covered

Entity”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer or agent or

in any other capacity while serving as a director, officer or agent, against all expenses, liabilities and losses (including, without

limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably

incurred by such person in connection with such Proceeding and such indemnification shall continue as to a person who has ceased to be

a director, officer or agent of the Corporation or a Covered Entity; provided, however, that, except as provided in Section

6.4(d) of this Article VI with respect to an adjudication of entitlement to indemnification, the Corporation shall indemnify and hold

harmless any such Indemnitee in connection with a Proceeding initiated by such Indemnitee only if such Proceeding was authorized by the

Board. Any person entitled to indemnification as provided in this Section 6.1 is hereinafter called an “Indemnitee”.

Any right of an Indemnitee to indemnification pursuant to this Article VI shall be a contract right and shall include the right to receive,

prior to the conclusion of any Proceeding, payment of any expenses incurred by the Indemnitee in connection with such Proceeding, consistent

with the provisions of the DGCL or other applicable law, as the same exists or may hereafter be amended (but, in the case of any such

amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader

rights to payment of expenses than such law permitted the Corporation to provide prior to such amendment), and the other provisions of

this Article VI; provided that payment of expenses incurred by a person other than a director or officer of the Corporation prior

to the conclusion of any Proceeding shall be made, unless otherwise determined by the Board, only upon delivery to the Corporation of

an undertaking by or on behalf of such person to the same effect as any undertaking required to be delivered to the Corporation by any

director or officer of the Corporation pursuant to the DGCL or other applicable law.

Scction 6.2 Insurance, Contracts

and Funding. The Corporation may purchase and maintain insurance to protect itself and any director, officer, employee or agent of

the Corporation or of any Covered Entity against any expenses, liabilities or losses as specified in Section 6.1 of this Article VI or

incurred by any such director, officer, employee or agent in connection with any Proceeding referred to in Section 6.1 of this Article

VI, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

The Corporation may enter into contracts with any director, officer, employee or agent of the Corporation or of any Covered Entity in

furtherance of the provisions of this Article VI and may create a trust fund, grant a security interest or use other means (including,

without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided

or authorized in this Article VI.

Scction 6.3 Indemnification Not

Exclusive Right. The right of indemnification provided in this Article VI shall not be exclusive of any other rights to which an Indemnitee

may otherwise be entitled, and the provisions of this Article VI shall inure to the benefit of the heirs and legal representatives of

any Indemnitee under this Article VI and shall be applicable to Proceedings commenced or continuing after the adoption of this Article

VI, whether arising from acts or omissions occurring before or after such adoption.

Scction 6.4 Advancement of Expenses;

Procedures; Presumptions and Effect of Certain Proceedings; Remedies. In furtherance, but not in limitation, of the foregoing provisions,

the following procedures, presumptions and remedies shall apply with respect to advancement of expenses and the right to indemnification

under this Article VI:

(a) Advancement

of Expenses. All reasonable expenses (including, without limitation, attorneys’ fees) incurred by or on behalf of the Indemnitee

in connection with any Proceeding shall be advanced to the Indemnitee by the Corporation within 20 days after the receipt by the Corporation

of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after final

disposition of such Proceeding. Such statement or statements shall reasonably evidence the expenses incurred by the Indemnitee and, if

required by law or the provisions of this Article VI at the time of such advance, shall include or be accompanied by an undertaking by

or on behalf of the Indemnitee to repay the amounts advanced if ultimately it should be determined that the Indemnitee is not entitled

to be indemnified against such expenses pursuant to this Article VI.

(b) Procedure

for Determination of Entitlement to Indemnification.

(i) To obtain

indemnification under this Article VI, an Indemnitee shall submit to the Secretary a written request including such documentation and

information as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee

is entitled to indemnification (the “Supporting Documentation”). The determination of the Indemnitee’s entitlement

to indemnification shall be made not later than 60 days after receipt by the Corporation of the written request for indemnification together

with the Supporting Documentation. The Secretary shall, promptly upon receipt of such a request for indemnification, advise the Board

in writing that the Indemnitee has requested indemnification.

(ii) The

Indemnitee’s entitlement to indemnification under this Article VI shall be determined in one of the following ways: (A) by a majority

vote of the Disinterested Directors (as hereinafter defined in Section 6.4(e) of this Article VI), whether or not they constitute a quorum

of the Board, or by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors; (B) by a written

opinion of Independent Counsel (as hereinafter defined in Section 6.4(e) of this Article VI) if there are no Disinterested Directors or

a majority of such Disinterested Directors so directs; (C) by the stockholders of the Corporation; or (D) as provided in Section 6.4(c)

of this Article VI.

(iii) In

the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.4(b)(ii) of this

Article VI, a majority of the Disinterested Directors shall select the Independent Counsel, but only an Independent Counsel to which the

Indemnitee does not reasonably object.

and Effect of Certain Proceedings. If the person or persons empowered under Section 6.4(b) of this Article VI to determine entitlement

to indemnification shall not have been appointed or shall not have made a determination within 60 days after receipt by the Corporation

of the request therefor, together with the Supporting Documentation, the Indemnitee shall be deemed to be, and shall be, entitled to indemnification

unless (A) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting

Documentation or (B) such indemnification is prohibited by law. The termination of any Proceeding described in Section 6.1 of this Article

VI, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or

its equivalent, shall not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the

Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests

of the Corporation or, with respect to any criminal proceeding, that the Indemnitee had reasonable cause to believe that such conduct

was unlawful.

(d) Remedies

of Indemnitee. (i) In the event that a determination is made pursuant to Section 6.4(b) of this Article VI that the Indemnitee is

not entitled to indemnification under this Article VI, (A) the Indemnitee shall be entitled to seek an adjudication of entitlement to

such indemnification either, at the Indemnitee’s sole option, in (x) an appropriate court of the State of Delaware or any other

court of competent jurisdiction or (y) an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration

Association and (B) any such judicial proceeding or arbitration shall be de novo and the Indemnitee shall not be prejudiced by

reason of such adverse determination.

(ii) If

a determination shall have been made or deemed to have been made, pursuant to Section 6.4(b) or (c) of this Article VI, that the Indemnitee

is entitled to indemnification, the Corporation shall be obligated to pay the amounts constituting such indemnification within 45 days

after such determination has been made or deemed to have been made and shall be conclusively bound by such determination unless (A) the

Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation

or (B) such indemnification is prohibited by law. In the event that (X) advancement of expenses is not timely made pursuant to Section

6.4(a) of this Article VI or (Y) payment of indemnification is not made within 45 days after a determination of entitlement to indemnification

has been made or deemed to have been made pursuant to Section 6.4(b) or (c) of this Article VI, the Indemnitee shall be entitled to seek

judicial enforcement of the Corporation’s obligation to pay to the Indemnitee such advancement of expenses or indemnification. Notwithstanding

the foregoing, the Corporation may bring an action, in an appropriate court in the State of Delaware or any other court of competent jurisdiction,

contesting the right of the Indemnitee to receive indemnification hereunder due to the occurrence of an event described in sub-clause

(A) or (B) of this clause (ii) (a “Disqualifying Event”); provided, however, that in any such action

the Corporation shall have the burden of proving the occurrence of such Disqualifying Event.

(iii) The

Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 6.4(d) that

the procedures and presumptions of this Article VI are not valid, binding and enforceable and shall stipulate in any such court or before

any such arbitrator that the Corporation is bound by all the provisions of this Article VI.

(iv) In

the event that the Indemnitee, pursuant to this Section 6.4(d), seeks a judicial adjudication of or an award in arbitration to enforce

rights under, or to recover damages for breach of, this Article VI, or in the event of a suit brought by the Corporation to recover an

advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to recover from the Corporation, and

shall be indemnified by the Corporation against, any expenses actually and reasonably incurred by the Indemnitee if the Indemnitee prevails

in such judicial adjudication, arbitration or suit. If it shall be determined in such judicial adjudication, arbitration or suit that

the Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred

by the Indemnitee in connection with such judicial adjudication, arbitration or action shall be prorated accordingly.

(e) Definitions.

For purposes of this Article VI:

(i) “Disinterested

Director” means a director of the Corporation who is not or was not a party to the Proceeding in respect of which indemnification

is sought by the Indemnitee.

(ii) “Independent

Counsel” means a law firm or a member of a law firm that neither presently is, nor in the past five years has been, retained

to represent: (x) the Corporation or the Indemnitee in any matter material to either such party or (y) any other party to the Proceeding

giving rise to a claim for indemnification under this Article VI. Notwithstanding the foregoing, the term “Independent Counsel”

shall not include any person who, under the applicable standards of professional conduct then prevailing under the law of the State of

Delaware, would have a conflict of interest in representing either the Corporation or the Indemnitee in an action to determine the Indemnitee’s

rights under this Article VI.

Scction 6.5 Severability.

If any provision or provisions of this Article VI shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)

the validity, legality and enforceability of the remaining provisions of this Article VI (including, without limitation, all portions

of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves

invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions

of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held

to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or enforceable) shall be construed so as to give effect

to the intent manifested by the provision held invalid, illegal or unenforceable.

Scction 6.6 Indemnification of

Agents. Notwithstanding any other provision or provisions of this Article VI, the Corporation, to the fullest extent of the provisions

of this Article VI with respect to the indemnification of directors, officers and employees of the Corporation or any Covered Entity,

may indemnify any person other than a director, officer or employee of the Corporation or any Covered Entity, who is or was an agent of

the Corporation or a Covered Entity and who is or was involved in any manner (including, without limitation, as a party or a witness)

or is threatened to be made so involved in any threatened, pending or completed Proceeding by reason of the fact that such person, or

another person of whom such person is the legal representative, is or was a director, officer, employee or agent of the Corporation or

of a Covered Entity, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or

agent or in any other capacity while serving as a director, officer, employee or agent, against all expenses, liabilities and losses (including,

without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually

and reasonably incurred by such person in connection with such Proceeding. The Corporation may also advance expenses incurred by such

employee or agent in connection with any such Proceeding, consistent with the provisions of this Article VI with respect to the advancement

of expenses of directors, officers and employees of the Corporation.

ARTICLE

VII

Capital Stock

Scction 7.1 Certificates for

Shares and Uncertificated Shares.

(a) The

shares of stock of the Corporation shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar

of such stock, or shall be represented by certificates, or a combination of both. To the extent that shares are represented by certificates,

such certificates whenever authorized by the Board shall be in such form as shall be approved by the Board. The certificates representing

shares of stock of each class shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation,

and sealed with the seal of the Corporation, which may be a facsimile thereof. Any or all such signatures may be facsimiles if countersigned

by a transfer agent or registrar. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to

such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless

be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

(b) The

stock ledger and blank share certificates, if any, shall be kept by the Secretary or by a transfer agent or by a registrar or by any other

officer or agent designated by the Board.

Scction 7.2 Transfer of Shares.

Transfers of shares of stock of each class of the Corporation shall be made only on the books of the Corporation upon authorization by

the registered holder thereof, or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed

with the Secretary or a transfer agent for such stock, if any, and if such shares are represented by a certificate, upon surrender of

the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power (or by proper

evidence of succession, assignment or authority to transfer) and the payment of any taxes thereon; provided, however, that

the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. The person in whose name shares are registered

on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however,

that whenever any transfer of shares shall be made for collateral security and not absolutely, and written notice thereof shall be given

to the Secretary or to such transfer agent, such fact shall be stated in the entry of the transfer. No transfer of shares shall be valid

as against the Corporation, its stockholders and creditors for any purpose, except to render the transferee liable for the debts of the

Corporation to the extent provided by law, until it shall have been entered in the stock records of the Corporation by an entry showing

from and to whom transferred.

Scction 7.3 Registered Stockholders

and Addresses of Stockholders.

(a) The

Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to

receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records

as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares

of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by

the laws of the State of Delaware.

(b) Each

stockholder shall designate to the Secretary or transfer agent of the Corporation an address at which notices of meetings and all other

corporate notices may be given to such person, and, if any stockholder shall fail to designate such address, corporate notices may be

given to such person by mail directed to such person at such person’s post office address, if any, as the same appears on the stock

record books of the Corporation or at such person’s last known post office address.

Scction 7.4 Lost, Destroyed and

Mutilated Certificates. The holder of any certificate representing any shares of stock of the Corporation shall immediately notify

the Corporation of any loss, theft, destruction or mutilation of such certificate; the Corporation may issue to such holder a new certificate

or certificates for shares, upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate,

upon satisfactory proof of such loss, theft or destruction; the Board, or a committee designated thereby, or the transfer agents and registrars

for the stock, may, in their discretion, require the owner of the lost, stolen or destroyed certificate, or such person’s legal

representative, to give the Corporation a bond in such sum and with such surety or sureties as they may direct to indemnify the Corporation

and said transfer agents and registrars against any claim that may be made on account of the alleged loss, theft or destruction of any

such certificate or the issuance of such new certificate.

Scction 7.5 Regulations.

The Board may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificated

or uncertificated shares of stock of each class and series of the Corporation and may make such rules and take such action as it may deem

expedient concerning the issue of certificates in lieu of certificates claimed to have been lost, destroyed, stolen or mutilated.

Scction 7.6 Fixing Date for Determination

of Stockholders of Record.

(a) In

order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment

thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any

rights in respect of any change, conversion or exchange of stock or, subject to Section 7.6(b), for the purpose of any other lawful action,

the Board may fix, in advance, a record date, which shall not be more than 60 days nor less than 10 days before the date of such meeting,

nor more than 60 days prior to any other action. A determination of stockholders entitled to notice of or to vote at a meeting of the

stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date

for the adjourned meeting.

(b) Unless

otherwise restricted by the Certificate, in order that the Corporation may determine the stockholders entitled to consent to corporate

action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution

fixing the record date is adopted by the Board, and which date shall not be more than 10 days after the date upon which the resolution

fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders

entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by law, shall be the

first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by

delivery to its registered office in the State of Delaware, its principal executive office, or an officer or agent of the Corporation

having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered

office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and

prior action by the Board is required by law, the record date for determining stockholders entitled to consent to corporate action in

writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Scction 7.7 Transfer Agents and

Registrars. The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

ARTICLE

VIII

Seal

The Board shall approve a suitable corporate seal.

The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE

Fiscal Year

The fiscal year of the Corporation shall be as

fixed by the Board from time to time. If the Board makes no determination to the contrary, the fiscal year of the Corporation shall end

on the 31st day of December in each year.

ARTICLE

Waiver of Notice

Whenever any notice whatsoever is required to be

given by these By-laws, by the Certificate or by-law, the person entitled thereto may, either before or after the meeting or other matter

in respect of which such notice is to be given, waive such notice in writing or as otherwise permitted by law, which shall be filed with

or entered upon the records of the meeting or the records kept with respect to such other matter, as the case may be, and in such event

such notice need not be given to such person and such waiver shall be deemed equivalent to such notice.

ARTICLE

Amendments

These By-laws may be altered, amended or repealed,

in whole or in part, or new By-laws may be adopted by the stockholders or by the Board at any meeting thereof in accordance with the Certificate;

provided, however, that notice of such alteration, amendment, repeal or adoption of new By-laws is contained in the notice

of such meeting of the stockholders or in the notice of such meeting of the Board and, in the latter case, such notice is given not less

than 24 hours prior to the meeting.

ARTICLE

XII

Miscellaneous

Scction 12.1 Execution of Documents.

The Board or any committee thereof shall designate the officers, employees and agents of the Corporation who shall have power to execute

and deliver deeds, contracts, mortgages, bonds, debentures, indentures, notes, checks, drafts and other orders for the payment of money

and other documents for and in the name of the Corporation and may authorize (including, without limitation, authority to redelegate)

by written instrument to other officers, employees or agents of the Corporation. Such delegation may be by resolution or otherwise and

the authority granted shall be general or confined to specific matters, all as the Board or any such committee may determine. In the absence

of such designation referred to in the first sentence of this Section, the officers of the Corporation shall have such power so referred

to, to the extent incident to the normal performance of their duties.

Scction 12.2 Deposits. All

funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as

the Board or any committee thereof or any officer of the Corporation to whom power in respect of financial operations shall have been

delegated by the Board or any such committee or in these By-laws shall select.

Scction 12.3 Checks. All

checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness

of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution

of the Board or of any committee thereof or by any officer of the Corporation to whom power in respect of financial operations shall have

been delegated by the Board or any such committee thereof or as set forth in these By-laws.

Scction 12.4 Proxies in Respect

of Stock or Other Securities of Other Corporations. The Board or any committee thereof shall designate the officers of the Corporation

who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the

Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation or

other entity, and to vote or consent in respect of such stock or securities; such designated officers may instruct the person or persons

so appointed as to the manner of exercising such powers and rights; and such designated officers may execute or cause to be executed in

the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other

instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights.

Scction 12.5 Subject to Law and

Third Amended and Restated Certificate of Incorporation. All powers, duties and responsibilities provided for in these By-laws, whether

or not explicitly so qualified, are qualified by the provisions of the Certificate and applicable laws.

EX-99.1 — PRESS RELEASE OF GARRETT MOTION, INC.

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

PRESS RELEASE

– Investor Relations

Dave Crompton

Appointed to Board of Directors of Garrett Motion Inc.

PLYMOUTH,

MI, and ROLLE, Switzerland, July 27, 2026 — Garrett Motion (Nasdaq: GTX), a global

leader in differentiated turbocharging and electrification technologies for mobility and industrial applications, today announced

the appointment of Dave Crompton to its Board of Directors.

Mr. Crompton

is Executive Chair and Co-Founder of Pioneer Clean Fleet Solutions and most recently served as President and CEO of Achates Power. He

brings more than four decades of leadership experience across commercial transportation, industrial, energy, and power generation applications,

including 28 years at Cummins Inc., where he held several senior executive positions, including President of the Cummins Engine Business

and President of Cummins Power Systems.

“Dave

is a highly respected industry leader with deep expertise in advanced powertrain technologies, industrial sector, and global operations,”

said Daniel Ninivaggi, Chairman of the Board of Garrett. “His extensive experience driving innovation, operational excellence,

and profitable growth across diverse industries will be a tremendous asset to Garrett as we continue to execute our strategy, expand

our presence beyond automotive, and create long-term value for shareholders.”

“I am

honored to join Garrett’s Board at such an exciting time for the company,” said Dave Crompton. “Garrett has a strong

track record of technology leadership and is well positioned to capitalize on growth opportunities across both mobility and industrial

applications. I look forward to working with the Board and management team to support the company’s continued success.”

About Garrett

Motion Inc.

A differentiated

technology leader, Garrett Motion has a 70-year history of innovation in the automotive sector (cars, trucks) and beyond (off-highway

equipment, marine, power generators). Its well-recognized expertise in turbocharging has enabled significant reductions in engine size,

fuel consumption, and CO2 emissions. Garrett is committed to advancing turbo applications while leveraging its unique technology solutions,

such as fuel cell compressors for hydrogen fuel cell vehicles, as well as electric propulsion and thermal management systems for automotive

and industrial applications. Garrett has six R&D centers, 13 manufacturing facilities and a team of more than 8,700 employees in

more than 20 countries. For more information, visit garrettmotion.com.

Forward-Looking

Statements

This communication

and related comments by management may include “forward-looking statements” within the meaning of the U.S. federal securities

laws. Forward-looking statements are any statements other than statements of historical fact and can be identified by words such as “anticipate,”

“intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,”

“expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,”

and similar expressions. Forward-looking statements represent our current judgment about possible future activities, events, or developments

that we intend, expect, project, believe, or anticipate will or may occur in the future. In making these statement, we rely upon assumptions

and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well

as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are

not guarantees of any future performance, events, or results, and actual performance, events, or results may differ materially from those

envisaged by our forward-looking statements due to a variety of important factors, many of which are described in our most recent Annual

Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission, including risks related to the automotive

industry, the competitive landscape and our ability to compete, and macroeconomic and geopolitical conditions, among others. You are

cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made, and we undertake

no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events,

or other factors that affect the subject of these statement, except where we are expressly required to do so by law.

Contacts:

Investor

Relations:

Cyril Grandjean

investorrelations@garrettmotion.com

Media:

Fabrice Spenninck

MediaRelations@garrettmotion.com

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