Removing supermajority voting requirements is a straightforward governance improvement that gives ordinary shareholders a greater say in major corporate decisions, and Arrow is bringing this charter amendment specifically because a majority of shareholders voted for it at last year's annual meeting. Under the charter amendment framework in our policy, proposals that move governance from a more entrenched baseline (supermajority thresholds) to a more shareholder-friendly one (simple majority) should be supported. Both Proposals 4a and 4b advance the same objective and warrant a FOR vote.

Arrow currently provides no shareholder right to call a special meeting, so introducing a 25% ownership threshold is a genuine and meaningful governance improvement that gives significant shareholders a formal mechanism to force board action between annual meetings. A 25% threshold is consistent with market practice at large-cap companies and balances the interests of long-term institutional shareholders against the risk of short-term activist disruption. Supporting this proposal does not preclude shareholders from considering the companion 10% proposal (Proposal 6) on its own merits.

While the ability to call a special meeting is a legitimate governance right, a 10% threshold is materially lower than the market norm for large-cap companies and could enable a very small group of shareholders — including short-term activists or special-interest groups — to force expensive and disruptive special meetings at will. Arrow is offering a credible 25% threshold alternative in Proposal 5 that meaningfully advances the same governance goal without the downside risk of minority-driven disruption. Given the availability of that alternative and the absence of any prior-year vote history suggesting urgency, a FOR vote on the 10% threshold is not warranted.