This is a board-proposed charter amendment that eliminates the existing requirement for 75% of outstanding shares to amend key provisions of the certificate of incorporation, replacing it with the standard majority vote required by Delaware law. Eliminating supermajority voting thresholds is a mainstream governance improvement that meaningfully expands shareholder rights and makes the board more accountable to shareholders. The board is acting directly on a shareholder mandate expressed through the 2025 advisory vote, making this a clear pro-shareholder measure that deserves support.

This board-proposed charter amendment transitions the company from a classified board — where directors serve staggered 3-year terms and can only be removed for cause — to a fully declassified board where all directors stand for annual election by 2029 and can be removed with or without cause. Annual director elections are widely recognized as a core shareholder rights best practice because they make every director accountable to shareholders every year. Even though the transition is phased in over three years rather than immediate, this is a clear and substantial governance improvement that shareholders should support.

John Chevedden is a well-known individual governance activist with a strong track record of meaningful governance proposals, and annual director elections are a legitimate and important shareholder rights improvement that this policy generally supports. However, the company has placed a binding charter amendment (Proposal 5) on this very ballot that directly implements board declassification on a phased timeline leading to full annual elections by 2029 — which substantively addresses the core ask of this advisory proposal. Voting FOR this redundant advisory proposal while Proposal 5 is available for a binding vote would be duplicative; shareholders should direct their support to Proposal 5, the binding mechanism that will actually deliver the change.