This is a board-proposed charter amendment that directly responds to a shareholder proposal that received majority support at the 2025 annual meeting. The amendment would reduce Virginia law's default supermajority voting requirements for fundamental corporate actions — such as mergers, asset sales, and charter amendments — to a simple majority of votes entitled to be cast, making it easier for shareholders to approve or block major transactions. Eliminating supermajority vote requirements is a mainstream governance improvement that increases shareholder power and aligns with the company's stated responsiveness to shareholder input. The policy supports such amendments when they represent a clear improvement over the current governance baseline, which this does.

Green Century Capital Management is an ESG-advocacy-oriented fund filer whose proposals are driven primarily by environmental advocacy goals rather than neutral fiduciary judgment — under the policy, proposals from ideological filers are voted against regardless of how the proposal is framed. Setting aside filer identity, the prior-year vote result of only 14.82% support strongly confirms that the broader shareholder base does not view this as a material governance concern requiring action. This is the third consecutive year Green Century has submitted a substantially similar proposal, and the repeated rejection by a large majority of shareholders further supports a vote against.

John Chevedden is a well-known individual governance activist with a strong track record of submitting legitimate shareholder-rights proposals, and the ability to call special meetings is a standard governance improvement that reduces board entrenchment and increases shareholder accountability. The company recently adopted a 25% ownership threshold for calling special meetings, which is a partial response, but the proposal asks for a 10% threshold — a materially lower and more shareholder-friendly standard that gives minority shareholders a meaningful ability to force the board to address urgent issues between annual meetings. While the 25% threshold is common in the S&P 500, the policy favors governance structures that increase shareholder power, and a credible governance filer requesting a 10% threshold — which is not unreasonably low and is already used by nearly 20% of S&P 500 companies — warrants support.