This is a board-proposed amendment to phase out the current three-class board structure so that, by 2029, all directors stand for election every year — a mainstream governance improvement that gives shareholders more frequent accountability over the full board. The change clearly improves shareholder rights relative to the current baseline, where directors serve staggered three-year terms and shareholders can only vote on roughly one-third of the board each year. The board has submitted this proposal every year since 2021, and it has consistently won majority support from votes actually cast; the only reason it has not passed is the existing 80% supermajority requirement — which Proposal 5 would also eliminate.

This amendment would eliminate the current requirement that 80% of all outstanding shares must approve changes to certain charter provisions or the removal of directors, replacing it with a simple majority of outstanding shares — the lowest standard allowed under Delaware law. Supermajority thresholds protect incumbent management from shareholder-driven change and are widely recognized as an anti-shareholder governance feature; removing them directly improves shareholders' ability to hold the board accountable. The board's willingness to sponsor this proposal, after repeated shareholder majority support fell short of the entrenchment-level 80% bar, demonstrates genuine responsiveness to investors and warrants support.