Issue link: https://digital.shearman.com/i/1019978
HEADLINE TERMS OF PROXY ACCESS BY-LAWS The most common formulation of the headline terms permits shareholders owning at least 3% of company stock for at least three years to submit proxy access nominees up to a maximum of 20% of the board/minimum of two directors with up to 20 shareholders being able to aggregate their holdings to meet the minimum ownership requirements. The short hand for proxy access by-laws with this formulation is 3/3/20/20. Minimum ownership amount (%) Maximum percentage of board/minimum number of directors Minimum period as shareholder (in # of years) Maximum number of shareholders that can be aggregated *One company has a one year minimum holding period. *Four companies have 5% minimum ownership thresholds. 3% 5% 20% of board/ minimum of two 20% of board/no minimum 25% of board/ minimum of two 25% of board/no minimum Other 3 Years 1 Year Less than 20 20 Greater than 20 but less than or equal to 50 No Cap Other 0.8%* 99.2% 70.1% 6.2% 6.2% 16.5% 1 % 1.5% 91.5% 3.6% 2.6% 0.8% 0.2%* 99.8%