SPPORTING STATEMENT: Calling for a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management.
Management will have an incentive to genuinely engage with shareholders instead of stonewalling if shareholders have a realistic Plan B option of calling a special shareholder meeting. Often the management of a company will claim that shareholders have multiple means to communicate with management - but in most cases these are low impact means that are as effective as mailing a post card to the CEO. A reasonable shareholder right to call a special shareholder meeting is an important step for effective shareholder engagement with management.
Since a special shareholder meeting can be called to replace a director, adoption of this proposal could foster better performance by our directors. For instance, Paul Gould at age 78 who chairs the executive pay committee, performed poorly. 49% of Warner Bros. Discovery shareholders rejected executive pay at the 2023 WBD annual meeting.
It is important to remember that it takes much more shareholder conviction to vote against executive pay, and thereby override the recommendation of the Board of Directors, than to vote for executive pay. This poor vote outcome resulted even after the WBD Board of Directors bragged about the so-called Board of Directors shareholder engagement regarding executive pay.
With the widespread use of online shareholder meetings it is much easier for management to conduct a special shareholder meeting and our bylaws thus need to be updated accordingly.

John Chevedden.