The company’s articles of incorporation provide that nearly all matters submitted to a vote of shareholders can be adopted by a majority of
the votes cast. However, the company’s articles of incorporation require certain fundamental corporate actions to be approved by the holders
of 80 percent of the outstanding shares of common stock. Those actions are:
• amending certain provisions of the articles of incorporation that relate to the number and terms of office of directors:
– the company’s classified board structure (as described under Item 4)
– a provision that the number of directors shall be specified solely by resolution of the board
• removing directors prior to the end of their elected term
• entering into mergers, consolidations, recapitalizations, or certain other business combinations with a “related person”—a party who
has acquired at least five percent of the company’s stock (other than the Endowment or a company benefit plan) — without the prior
approval of such action or transaction by the directors not affiliated with such shareholder
• modifying or eliminating any of the above supermajority voting requirements.
The board, after review by the Directors and Corporate Governance Committee, has approved, and recommends that the shareholders
approve, amendments to eliminate the supermajority voting requirements (the Supermajority Voting Amendments). From 2010 through 2012
and again from 2018 through 2024, the board submitted this management proposal to shareholders seeking approval to eliminate these
supermajority voting requirements; however, under the company’s articles of incorporation the proposal requires the vote of 80 percent of the
outstanding shares to be approved and on each prior occasion failed to receive the required vote.