Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible. The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long term sustainability and credibility. This may be a particularly good time to consider the merits of this proposal. The Cooper Companies stock was at $115 in 2021 and fell to $71 in late 2025 despite a robust stock market. In August 2025, The Cooper Companies lowered its annual revenue forecast for fiscal 2025, citing a slowdown in demand in key regions. COO reported slower organic revenue growth than anticipated in both the second and third quarters of 2025. This suggests a slowdown in its core businesses, raising shareholder concerns. Reports identified a “noticeable drop” in demand for CooperVision’s Clariti contact lenses and weakness in the e commerce segment in the Asia Pacific region. The company’s e commerce sales in the Asia Pacific region, particularly in China, fell more than 20% due to increased competition and pricing pressures. Following the release of mixed Q3 results and the soft outlook, COO’s stock experienced a significant sell off. As of September 2025, the stock was down significantly since the beginning of the year and from its 52 week high. COO cited inventory transitions and cautious channel purchasing as challenges that negatively impacted revenue. The overall contact lens market growth also appeared to be slowing in the first half of 2025. In the CooperSurgical segment, revenues from fertility products underperformed expectations in 2025. Moreover, CooperSurgical was still facing lingering legal risks related to a lawsuit involving defective embryo culture media from 2024.