The resolution urges the board of directors to facilitate a declassification of the board. Such a change would enable shareholders to register their views on the performance of all the directors at each annual meeting and is consistent with the past recommendations of Institutional Shareholder Services (ISS) and Glass Lewis proxy advisory firms. Having directors stand for elections annually makes directors more accountable to shareholders and could thereby contribute to improving performance and increasing firm value. Over the past decade, many companies have declassified their board of directors. The significant shareholder support for proposals to declassify boards is consistent with empirical studies reporting that classified boards could be associated with lower firm valuation and/or worse corporate decision-making. Studies report that: Classified boards are associated with lower firm valuations. According to several corporate governance studies, there is an association between classified boards and research has shown that in the context of hostile takeovers, classified boards operate as a takeover defense, which entrenches management, discourages potential acquirers, and delivers a lower return to shareholders. In contrast, declassified boards raise a board's level of accountability because declassification allows shareholders to respond more quickly (with their votes) if a current board of directors' decisions and actions do not appear favorable to shareholders' interests. Firms with classified boards are more likely to be associated with value-decreasing acquisition decisions; and Classified boards are associated with lower sensitivity of compensation to performance and lower sensitivity of CEQ turnover to performance. Please vote for this proposal to make directors more accountable to shareholders.