This is a board-proposed charter amendment that would eliminate the current requirement for a 66⅔% supermajority vote on key governance matters — including removing directors and amending core charter provisions — replacing it with a simple majority vote standard under Delaware law. Removing supermajority thresholds is a straightforward governance improvement: it gives ordinary shareholders a more meaningful voice in corporate decisions and is widely recognized as a best practice. The board acted in direct response to significant stockholder support at the 2025 annual meeting, making this a clear case where supporting the proposal aligns shareholder rights with long-term corporate accountability.

This board-proposed charter amendment moves the company from a position of zero stockholder ability to call special meetings — the current charter reserves that right solely for the board — to allowing shareholders who collectively own at least 25% of shares continuously for one year to request a special meeting. This is a meaningful improvement in shareholder rights from the current baseline of no right at all, even if the 25% threshold is more restrictive than some investors might prefer. A competing shareholder proposal (Proposal 7) seeks a 10% threshold without a holding period requirement, but the board's proposal is a genuine governance step forward and should be supported; shareholders can advocate for a lower threshold in future years.

This proposal asks the board to allow shareholders owning as little as 10% of shares — with no minimum holding period — to call a special meeting, and would prohibit any holding-period requirement. While the underlying goal of giving shareholders a voice is legitimate, the company is simultaneously putting a meaningful special meeting right to a binding vote via Proposal 6, which grants access to shareholders owning 25% for one year. Voting FOR Proposal 7 while also supporting Proposal 6 would send a contradictory signal on the appropriate threshold, and the 10% threshold with no holding requirement creates real risk that a small group of short-term shareholders could force costly special meetings that do not reflect the interests of the broader shareholder base. Since the company's Proposal 6 substantively addresses the core governance concern, Proposal 7 is unnecessary at this meeting.