RESOLVED: Exact Sciences Corporation ("Exact" or "Company") shareholders ask that the Board amend Exact's bylaws to require the Board to notify any shareholder who submits a notice of nomination pursuant to the Company's bylaws1 of any facially apparent defects or omissions contained therein within fourteen (14) days of receipt by the Company. SUPPORTING STATEMENT: The legitimacy of the Board's power to oversee the executives of the Company rests on the power of shareholders to elect directors:2 [T]he unadorned right to cast a ballot in a contest for [corporate] office . . . is meaningless without the right to participate in selecting the contestants... To allow for  voting while maintaining a closed candidate selection process thus renders the former an empty  exercise."3 Bylaws are intended to give corporations and their boards advance notice of shareholder nominations and generally require shareholders to make extensive disclosures. A corporation's legitimate need for notice and disclosure must be balanced against the shareholders' fundamental right to nominate candidates.4 When reviewing one corporation's advance notice bylaw, a Delaware judge noted that disclosures required of a nominating stockholder "would choke a horse."5 Overly demanding requirements are especially harmful to diversified shareholders. Such investors prefer that boards and managements refrain from pursuing profits through practices that endanger democratic social systems, which their diversified portfolios rely on.6 The Company's bylaws do not contain express provisions requiring it to notify a nominating shareholder of any defects in a notice of nomination nor allow a nominating shareholder to cure any such defects. Absent these provisions, courts may rule that corporations need not inform shareholders of nomination notice defects or enable them to rectify such issues.7 This proposal addresses the Company's need for order and disclosure while recognizing shareholders' right to nominate candidates without unnecessary impediments. The proposal's fairness is self-evident; it merely requires the Company to tell a shareholder what facial defects are contained in a notice of nomination, allowing the shareholder to cure those defects, provided the notice of nomination is delivered to the Company more than fourteen days before the closing of the nomination window. By requiring the Board to notify nominating shareholders promptly if their notice of nomination complies with the Company's bylaws (specifically listing any defects or deficiencies) and allowing the nominating stockholder time to cure any identified defects or deficiencies, the rights of both the Company and stockholders will be respected and protected. Freefloat Analytics8 estimates Kevin Conroy holds 35% of ?board influence? and categorizes the board type as ?monarchy.? A right to cure purported nomination defects would facilitate our ability to elect more democratic Board. 1  https://www.sec.gov/ix?doc=/Archives/edgar/data/1124140/000112414023000054/exas-20230608.htm 2 https://ssrn.com/abstract=4565395 3  https://casetext.com/case/durkin-v-national-bank-of-olyphant 4 https://casetext.com/case/kellner-v-aim-immunotech 5 https://casetext.com/case/kellner-v-aim-immunotech 6  https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study-FINAL.pdf 7 https://casetext.com/case/driver-opportunity-partners-i-lp-v-adams; https://casetext.com/case/rosenbaum-v- cytodyn-inc-1 8 https://www.freefloatanalytics.com/company/2149170/EXACT%20SCIENCES%20CORPORATION