RESOLVED: Shareholders, including James McRitchie of CorpGov.net, request that Pinterest Inc. Board take all practicable steps in its control to initiate and adopt a recapitalization plan for all outstanding stock to have one vote per share. We recommend this be done through a phase-out process in which the board would, within seven years or other timeframe justified by the board, establish fair and appropriate mechanisms through which disproportionate rights of Class B shareholders could be eliminated. This is not intended to unnecessarily limit our Board's judgment in crafting the requested change in accordance with applicable laws and existing contracts. Supporting Statement: Fully 90% of S&P 500 companies have a single-class share structure. Without equal voting rights, shareholders cannot hold boards and management accountable. The current discrepancy between control and economic ownership reduces accountability to the economic owners of the business, potentially entrenching management and skewing incentives. While dual-class firms may initially appear more profitable, research suggests they fail to show significant improvement in performance compared to their counterparts over time.1 Companies with dual-class structures are more likely to exhibit problematic corporate governance practices, such as: Lack of independent board leadership Higher likelihood of related-party transactions involving the CEO Less transparency in director evaluation processes Higher rates of director absenteeism at board meetings2 Dual-class structures can hamper the board?s ability to execute its fiduciary responsibility to shareholders, making it difficult to attract independent directors. Ordinary shares in dual-class structures tend to trade at a discount relative to single-class shares due to their inferior voting rights. Some institutional investors, including pension funds, may avoid investing in companies with dual-class structures, potentially leading to a long-term drag on share price. The dual-class structure could hinder a company?s ability to raise additional capital in the future if market conditions change or if the structure falls out of favor with investors.3 Dual-class structures concentrate power in the hands of a few, potentially at the expense of other shareholders and overall corporate governance quality. This concentration of control, combined with reduced accountability, can lead to various risks in terms of company performance, shareholder value, and future flexibility in accessing capital markets. Freefloat Analytics estimates Benjamin Silbermann has 66% of ?Board Influence? and characterizes Pinterest?s Board type as a ?dictatorship.? Is that a label we want associated with Pinterest? The Council of Institutional Investors whose members own or manage almost $60 trillion in assets, recommends that ?corporations should not have classes of common stock with disparate voting rights.?4 1 https://www.cii.org/dualclass_stock 2  https://corpgov.law.harvard.edu/2019/06/28/dual-class-shares-governance-risks-and-company-performance/ 3  https://deloitte.wsj.com/riskandcompliance/dual-class-share-structure-weighing-the-risks-and-rewards-1397016118 4 https://www.cii.org/corp_gov_policies