Shareholder Governance: Activism and Proxy Voting

As a shareholder of record (either directly via DRS or beneficially via street name), you hold voting rights. Prior to the annual meeting, you will receive proxy materials containing the annual report, board recommendations, and a 16-digit control number enabling you to cast votes electronically.

Proposing Shareholder Motions

Under SEC Rule 14a-8, qualified shareholders can submit proposals to be voted on by all shareholders at the annual meeting. These proposals are advisory and cannot legally mandate board actions, but they represent a powerful mechanism to pressure management on capital allocation and corporate governance.

Ownership Requirements To submit a proposal, you must satisfy the minimum ownership thresholds and holding periods defined in SEC Rule 14a-8:

• A minimum of $2,000 in voting shares continuously held for at least 3 years.
• A minimum of $15,000 in voting shares continuously held for at least 2 years.
• A minimum of $25,000 in voting shares continuously held for at least 1 year.

These thresholds cannot be met by aggregating shares with other investors.

Submission Protocol

• Inclusion in the Proxy Statement: To have your proposal printed in the company’s official proxy statement, you must submit the proposal to the corporate secretary at least 120 days prior to the anniversary of the previous year’s proxy release date. The proposal and supporting statement must not exceed 500 words in aggregate.
• Exclusion Disputes: The company may seek to exclude your proposal under the substantive exclusions of SEC Rule 14a-8(i) (such as arguments that the proposal relates to ordinary business operations or duplicates an existing proposal). If the company files a No-Action request with the SEC to exclude your proposal, you hold the right to file a formal opposition.
• Meeting Presentation: To bring the proposal to a vote, you or your designated representative must attend the annual shareholders’ meeting (increasingly conducted in virtual formats) to formally present the motion.

Nominating Director Nominees Nominating an independent director to challenge management’s board slate requires compliance with the SEC’s Universal Proxy rules under SEC Rule 14a-19. The nominating shareholder must file an independent proxy statement with the SEC, comply with state-level corporate bylaws, and solicit shareholders representing at least 67% of the voting power entitled to vote on the election of directors. This is an advanced corporate transaction requiring specialized securities counsel.