PROPOSAL NO. 4

APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS

Our Board of Directors has adopted and declared advisable an amendment to our amended and restated certificate of incorporation to eliminate all supermajority voting provisions set forth therein (the “Simple Majority Amendment”). While our Board of Directors recognizes that supermajority voting requirements can promote stability and protect stockholders by requiring broad stockholder support for certain fundamental changes, and notes that we believe our current governance structure has served our stockholders well, the Board of Directors recognizes that many stockholders have a preference to eliminate such supermajority provisions, and has determined that it is in the best interests of the Company and our stockholders at this time to recommend that our stockholders adopt the Simple Majority Amendment.

Background of the Proposal

Our amended and restated certificate of incorporation currently provides that certain amendments to our amended and restated certificate of incorporation require the affirmative vote of the holders of not less than 66 2/3% of the total voting power of all outstanding securities of the Company generally entitled to vote in the election of directors, voting together as a single class (the “Supermajority Voting Requirement”).

Specifically, Article 11 of our amended and restated certificate of incorporation currently provides that any amendment or repeal of any of the articles listed below must be approved pursuant to the Supermajority Voting Requirement:

After considering the advantages and disadvantages of the Supermajority Voting Requirement at this time, our Board of Directors has approved, and recommends that the stockholders approve, the Simple Majority Amendment. If the proposed amendment is approved by our stockholders, future amendments to our amended and restated certificate of incorporation, including the articles listed above, will not be subject to the Supermajority Voting Requirement and will instead require the affirmative vote of the holders of not less than a majority of the total voting power of all outstanding securities of the Company generally entitled to vote in the election of directors, voting together as a single class.

This description of the Simple Majority Amendment is a summary and is qualified by the complete text of the proposed amendments addressed by this proposal that are set forth in the proposed amendment to the amended and restated certificate of incorporation attached to this Proxy Statement as Exhibit A.

Text of the Amendment

Article 11 of our current amended and restated certificate of incorporation contains the provisions that will be affected if this proposal is adopted. The proposed amendment to the amended and restated certificate of incorporation is attached to this Proxy Statement as Exhibit A, which indicates proposed deletions with strikeouts and proposed additions with underlining. We expect to file this proposed amendment to the amended and restated certificate of incorporation promptly following the Annual Meeting if our stockholders approve this proposal.

10

If the Simple Majority Amendment is approved, we expect that our Board of Directors will adopt certain conforming changes to our bylaws (which do not require stockholder approval), with such other changes as the Board of Directors may approve that are consistent with the amended and restated certificate of incorporation.

Our Board of Directors retains the discretion to abandon, and not implement, the Simple Majority Amendment at any time before it becomes effective, even if it is approved by our stockholders.

Required Vote

The affirmative vote of the holders of 66 2/3% of the total voting power of all outstanding securities of the Company generally entitled to vote in the election of directors, voting together as a single class, is required to approve this proposal.

THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE

SUPERMAJORITY VOTING PROVISIONS.

11