This is a board-proposed charter amendment that removes the requirement for 75% of outstanding shares to approve amendments to key governance provisions, replacing it with a simple majority standard under Delaware law — a clear improvement in shareholder rights. The board is bringing this proposal directly in response to strong shareholder support for a similar advisory proposal at the 2025 Annual Meeting, demonstrating genuine responsiveness. Eliminating supermajority voting requirements is a mainstream governance improvement that makes it easier for shareholders to effect change, and the policy supports such proposals.

This board-proposed charter amendment phases out the classified (staggered) board structure over three years, resulting in all directors standing for annual election beginning at the 2029 Annual Meeting — a significant improvement in board accountability to shareholders. Annual elections are a widely recognized best practice in corporate governance, giving shareholders the ability to evaluate every director's performance each year rather than once every three years. The phased transition is a practical approach, and the improvement from a fully classified board to annual elections is substantial and clearly benefits ordinary shareholders.

John Chevedden is a well-known individual governance activist with a strong track record of submitting substantive governance proposals, and annual director elections are a mainstream best-practice governance improvement that clearly benefits shareholders by increasing board accountability. The board itself has acknowledged this by bringing its own declassification proposal (Proposal 5) to a vote at this same meeting, rendering the conflict between management and this shareholder proposal largely moot. A vote FOR this advisory proposal reinforces the signal that shareholders want full annual elections and supports the board's own declassification initiative, even though Proposal 5 is the binding mechanism that will actually effect the change.