Annual approval of at least a majority of a corporation’s independent directors should be required for the CEO’s compensation, including any bonus, severance, equitybased, and/or extraordinary payment.

Corporations and/or states should not give former directors who have left office (so-called “continuing directors”) the power to take action on behalf of the corporation.

Corporations should make shareholders’ expense and convenience primary criteria when selecting the time and location of shareholder meetings.

Each share of COMMON STOCK, regardless of class, should have one vote. Corporations should not have classes of common stock with disparate voting rights.