UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of | (Commission | (IRS Employer | ||
incorporation or organization) | File Number) | Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
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 (see General Instruction A.2. below):
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, No Par Value | SKYW | The Nasdaq Global Select Market |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 6, 2024, the Board of Directors (the “Board”) of SkyWest, Inc. (the “Company”) adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:
● | address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; |
● | require any candidate for the Board, whether nominated by the Board or a shareholder, to provide certain background information and representations regarding disclosure of voting or compensation arrangements, compliance with the Company’s policies and guidelines and intent to serve the entire term; |
The Amended and Restated Bylaws also include certain technical, conforming, modernizing and clarifying changes.
As a result of the amendments discussed above, if a shareholder intends to present a proposal (which is not to be included in the Company’s proxy materials) or nominate a person for election at the Company’s 2025 annual meeting of shareholders, the Company must receive written notice no earlier than January 7, 2025, and no later than February 6, 2025, to be timely, in accordance with the procedures set forth in the Amended and Restated Bylaws.
The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number |
| Title of Document | |
---|---|---|---|
3.1 | Amended and Restated Bylaws of SkyWest Inc., effective August 6, 2024 | ||
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SKYWEST, INC. | ||
Dated: August 8, 2024 | By | /s/ Eric J. Woodward | |
Eric J. Woodward, Chief Accounting Officer |
Exhibit 3.1
AMENDED AND RESTATED BYLAWS
OF
SKYWEST, INC.
Approved by Resolution of the
Board of Directors dated August 6, 2024
of the corporation, with postage thereon prepaid; (2) on the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; (3) when received; or (4) five days after deposited in the United States mail, if mailed postpaid and correctly addressed to an address other than that shown in the corporation’s current record of shareholders.
If any shareholders’ meeting is adjourned to a different date, time or place, notice need not be given of the new date, time and place, if the new date, time and place is announced at the meeting before adjournment and if the meeting is to take place within thirty (30) days thereafter. If, however, a new record date for the adjourned meeting is, or must be fixed, notice must be given pursuant to the requirements of this Section 2.4 to those persons who are shareholders as of the new record date.
A shareholder’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder, at the beginning of the meeting, objects to holding the meeting or the transaction of any business at the meeting because of lack of notice or defective notice; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date for the original meeting.
The shareholders’ list must be available for inspection by any shareholder, beginning on the earlier of ten (10) days before the meeting for which the list was prepared or two (2) business days after notice of the meeting is given and continuing throughout the meeting and any meeting adjournments, at the corporation’s principal office or at the place identified in the meeting notice in the city where the meeting will be held. A shareholder or shareholder’s agent or attorney is entitled, on written demand to the corporation, and subject to the requirements of any other section of these Bylaws or by any applicable sections of the Utah Revised Business Corporation Act, to inspect and copy the list, during regular business hours and during the period it is available for inspection. The corporation shall make the shareholders’ list available at the meeting, and any shareholder or any shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment, for any purpose germane to the meeting.
If the Articles of Incorporation or the Utah Revised Business Corporation Act provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately. One voting group may vote on a matter even though another voting group entitled to vote on the matter has not voted.
Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the Articles of Incorporation or the Utah Revised Business Corporation Act provide otherwise, a majority of the votes entitled to cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, these Bylaws or the Utah Revised Business Corporation Act require a greater number of affirmative votes.
Except as provided by specific court order, no shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting. Provided, however, the prior sentence shall not limit the power of the corporation to vote any shares, including its own shares, held by it in the fiduciary capacity.
Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
Unless the Articles of Incorporation or the Utah Revised Business Corporation Act otherwise provide, at each election for directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, all of the votes to which the shareholder’s shares are entitled for as many persons as there are directors to be elected and for whose election such shareholder has a right to vote. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting of shareholders at which a quorum is present.
If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if: (1) the shareholder is an entity as defined in the Utah Revised Business Corporation Act and the name signed purports to be that of an officer or agent of the entity; (2) the name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; (3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; (4) the name signed purports to be that of a pledge, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment; (5) two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the cotenants or fiduciaries and the person signing appears to be acting on behalf of all the cotenants or fiduciaries.
The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.
The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
If a shareholder gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy the below listed records, the shareholder (or his agent or attorney) has the right to inspect and copy, during regular business hours, any of the following records, all of which the corporation is required to keep at its principal office: (1) the Articles or restated Articles of Incorporation and all amendments to them currently in effect; (2) the Bylaws or restated Bylaws and all amendments to them currently in effect; (3) the minutes of all shareholders’ meetings and records of all action taken by shareholders without a meeting for the past three (3) years; (4) all written communications to shareholders generally within the past three (3) years, including the financial statement furnished for the past three (3) years to the shareholders; (5) a list of the names and business addresses of its current directors and officers; and, (6) the most recent annual report delivered to the Secretary of State.
In addition, if a shareholder gives the corporation a written demand made in good faith and for a proper purpose at least five (5) business days before the date on which he wishes to inspect and copy the below described records, and if the shareholder describes with reasonable particularity his purpose and the records the shareholder desires to inspect and the records are directly connected with his purpose, the shareholder (or his agent or attorney) is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation: (1) excerpts from minutes of any meeting of the Board of Directors, records of any action of a committee of the Board of Directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action taken by the shareholders or Board of Directors without a meeting, to the extent not otherwise subject to inspection under this Section 2.13; (2) accounting records of the corporation; and (3) the record of shareholders (compiled no earlier than the date of the shareholder’s demand).
The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
(the disclosures to be made pursuant to the foregoing clauses (A) through (H) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other
nominee who is a Proposing Person solely as a result of being the shareholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and
For purposes of this Section 2.15, the term “Proposing Person” shall mean (i) the shareholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such shareholder in such solicitation.
For purposes of this Section 2.16, the term “Nominating Person” shall mean (i) the shareholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such shareholder in such solicitation.
purposes of this Section 3.3, a majority of the votes cast means that the number of shares voted “for” the election of a director must exceed the number of votes cast “against” the election of that director. If a director is not elected, the director shall offer to tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the recommendation of the Nominating and Corporate Governance Committee and publicly disclose its decision within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the decision of the Board of Directors. If, for any cause, the Board of Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the shareholders called for that purpose in the manner provided in these Bylaws.
elected to fill a vacancy created by reason of an increase in the number of directors, then the term of the director so elected expires at the next shareholders’ meeting at which directors are elected, unless the vacancy is filled by a vote of the shareholders, in which case the term shall expire on the later of (1) the next meeting of shareholders at which directors are elected or (2) the term designated for the director at the time of the creation of the position being filled.
Action taken in this section is effective at the time the last director signs a writing describing the action taken, unless the Board of Directors establishes a different effective date.
Action may be taken by any committee without a meeting if all members thereof consent in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.
custody of and be responsible for all funds and securities of the corporation, receive and give receipts for monies due and payable to the corporation from any source whatsoever, deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with these Bylaws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chief Executive Officer or by the directors.
shall be effected by the Chief Executive Officer, the President, or by any Vice President, together with the Secretary, or by any officer or agent thereunto authorized by the Board of Directors.
If the corporation is authorized to issue different classes of shares or a different series within a class, the designations, preferences, limitations and relative rights applicable to each class, the variations in preferences, limitations, and relative rights determined for each series, and the authority of the Board of Directors to determine variations for any existing or future class or series, must be summarized on the front or back of each share certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
Each certificate representing shares shall also state upon the face thereof: (1) the name of the issuing corporation and that it is organized under the laws of the State of Utah; (2) the name of the person to whom the certificate is issued; and (3) the number and class of shares, and the designation of the series, if any, which such certificate represents.
There shall be entered upon the stock transfer books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked “Cancelled” with the date of cancellation.
The restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by the Utah Revised Business Corporation Act and its existence is noted conspicuously on the front or back of the certificate.
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of Directors; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. Any shareholder shall have the right to examine in person the corporation’s books and records as provided for in these Bylaws.
Except as provided in Section 9.2, the corporation may, to the maximum extent and in the manner permitted by the Utah Revised Business Corporation Act, indemnify an individual made party to a proceeding because he is or was an employee, fiduciary or agent of the corporation, against liability incurred in the proceeding if his conduct was in good faith, he reasonably believed that his conduct was in, or not opposed to, the corporation’s best interests and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Termination of the proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the employee, fiduciary or agent did not meet the standard of conduct described in this section.
corporation in which such person was adjudged liable to the corporation, or in connection with any other proceeding charging that such person derived an improper personal benefit, whether or not involving action in his official capacity, in which proceeding he was adjudged liable on the basis that he derived an improper personal benefit, unless ordered by a court of competent jurisdiction.
capacity, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article 9 or the laws of the State of Utah, as the same may hereafter be amended or modified.
The fiscal year of the corporation shall commence on January 1 of each year and end the following December 31.
The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.
These Bylaws may be amended or replaced with new bylaws by the Board of Directors at any meeting or by the shareholders at any meeting.
Whenever any part of these Bylaws is declared by a majority vote of the shareholders or Board of Directors, or by a judicial body to be invalid, such determination shall not affect the remainder of this instrument. These Bylaws are to be construed as being consistent with the laws of the State of Utah and the Articles of Incorporation of SkyWest, Inc.
Unless the corporation consents in writing to the selection of an alternative forum, (a) any state court located in the State of Utah (“Utah Court”) (or in the event that a Utah Court does not have jurisdiction, a federal district court located within the State of Utah) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or shareholder of the corporation to the corporation or to the corporation’s shareholders, (iii) any action, suit or proceeding arising pursuant to any provision of the Utah Revised Business Corporation Act or the Articles of Incorporation or these Bylaws (as any of the foregoing may be amended and/or restated from time to time) or (iv) any action, suit or proceeding asserting a claim against the corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article 14, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint.
If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Utah (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Utah in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such shareholder in any such action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.
Any person or entity purchasing or otherwise acquiring any interest in any security of the corporation shall be deemed to have notice of and consented to this Article 14. This provision is intended to benefit and may be enforced by the corporation, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction.
Document and Entity Information |
Aug. 06, 2024 |
---|---|
Document and Entity Information [Abstract] | |
Document Type | 8-K |
Document Period End Date | Aug. 06, 2024 |
Entity File Number | 0-14719 |
Entity Registrant Name | SKYWEST, INC. |
Entity Incorporation, State or Country Code | UT |
Entity Tax Identification Number | 87-0292166 |
Entity Address, Address Line One | 444 South River Road |
Entity Address, City or Town | St. George |
Entity Address, State or Province | UT |
Entity Address, Postal Zip Code | 84790 |
City Area Code | 435 |
Local Phone Number | 634-3000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0000793733 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
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