SUPPORTING STATEMENT: In 2021, shareholders considered two proposals regarding their right to call special meetings: a Board proposal seeking to approve a charter amendment that would provide the right at a 25% threshold, and a shareholder proposal asking the Board to take the necessary steps to adopt a 10% threshold. The Board’s proposal passed and the company implemented it by filing the approved amendment. But the shareholder proposal passed too. Thus, what should’ve happened next is straightforward: the Board should have acted on the approved shareholder proposal and put a 10% charter amendment to a vote. Against that backdrop, we turn now to the threshold issue. First, we note that shareholders saw the Board’s arguments favoring 25% but passed a proposal seeking a lower threshold anyway. And indeed, lower thresholds are widely recognized as good governance. For instance, with Dollar General CEO and director Todd Vasos on its Board, KeyCorp put forth its own proposal in 2021 to lower its threshold from 25% to 15%, saying this was done in response to proposals seeking a 10% threshold that had each received over 40% of the vote. Notably, that’s far lower than the 53% vote the 2021 Dollar General shareholder proposal requesting a 10% threshold received. That is: KeyCorp lowered its threshold from 25% to 15% after But that never happened. Instead, faced with two passing proposals, the company only implemented one. The 2021 proxy statement explicitly said the Board would consider the shareholder proposal as having passed if it received a majority vote—and it did. But then, the 2022 proxy statement tried justifying the Board’s inaction by claiming that proposal’s support would have been insufficient to adopt a charter amendment. But the shareholder proposal failed proposals asking for 10%, but Dollar General maintained 25% even after a proposal asking for 10% passed. Further, with Dollar General’s governance committee Chair, Debra Sandler, on its Board (and governance committee), ADM specifically calls its of its governance “highlights.” 10% threshold one And when Dollar General director David Rowland was its Executive Chair, Accenture called its 10% threshold one of its governance “highlights” and included it in the company’s discussion about its strong governance. wasn’t for a charter amendment; rather, it essentially just asked for the opportunity to vote on one. Shareholders supported that request, but still haven’t gotten the opportunity. Simply put, this proposal reminds the Board that shareholders are owed what they approved. Although the need to call special meetings is rare, the right to do so without unreasonable barriers is important. A 10% threshold is reasonable—and this proposal simply asks the Board to finally honor the 2021 shareholder vote seeking that threshold. Thank you.