King Washington is a fictitious company specializing in creating and selling luxury watches. In accordance with their growing business and changing needs, they have proposed amendments to their restated certificate of incorporation. These changes aim to reflect the company's evolution and optimize their operations. Below, we discuss some key amendments proposed by King Washington: 1. Capital Structure Amendment: The company seeks to modify its capital structure by increasing its authorized share capital. This change will allow King Washington to attract more investors and secure the necessary capital for future expansion plans. 2. Ownership Requirements Amendment: To ensure the company's stability and maintain control over decision-making, King Washington proposes implementing stricter ownership requirements. These requirements mandate that shareholders must hold a minimum percentage of shares to participate in voting and influence major decisions. 3. Director Election Process Amendment: The company intends to revise the director election process by adopting a staggered board system. This system would divide the board into different classes, with each class serving staggered terms. The purpose of this amendment is to provide continuity and safeguard against abrupt changes in leadership. 4. Proxy Access Amendment: King Washington aims to introduce a proxy access provision to its restated certificate of incorporation. This provision allows eligible shareholders to include their nominee in the company's proxy materials, providing them with the opportunity to run for a position on the board of directors alongside the company's nominated candidates. 5. Indemnification Amendment: In order to protect directors and officers from potential liabilities, King Washington proposes amending the indemnification provisions in their certificate of incorporation. The updated provisions would reinforce the company's commitment to indemnify directors and officers against expenses incurred while acting in good faith and within the company's best interest. These are just a few examples of the proposed amendments to King Washington's restated certificate of incorporation. Each amendment is designed to align the company's corporate governance structure with its evolving needs and industry standards. By making these changes, King Washington aims to enhance its competitiveness, organizational efficiency, and provide better protections for all stakeholders involved.