This is a board-initiated governance improvement that would phase in annual elections for all directors, replacing the current system where directors serve staggered three-year terms and only one class faces election each year. Annual elections make the board more accountable to shareholders because every director must stand for re-election every year. The proposal received 98% support from votes cast in 2025 but failed only because not enough total shares were returned to meet the supermajority threshold required to change the charter — this is a participation problem, not a sign of shareholder opposition. Voting FOR supports a mainstream governance best practice that the company committed to pursue in 2022.

Delaware law was amended to allow companies to limit (but not eliminate) the personal financial liability of certain corporate officers — such as the CEO and CFO — for unintentional breaches of the duty of care, mirroring a protection that directors have long enjoyed under Delaware law. This provision does not protect officers from liability for disloyalty, intentional wrongdoing, or bad faith acts, so meaningful accountability is preserved. Adopting this provision is a market-standard governance step that helps the company attract and retain qualified executives without materially reducing shareholder protections against serious misconduct.

Supermajority voting requirements — which demand approval from a much larger share of all outstanding shares (often 66% or more) than a simple majority — make it very difficult for shareholders to approve changes to the company's governing documents even when a clear majority supports them. Eliminating these requirements means ordinary majority votes will be sufficient for important corporate decisions, giving shareholders a more meaningful voice. This is a mainstream governance improvement that the board committed to pursue in 2022 following shareholder feedback, and it is consistent with best practices for a maturing public company.