Filed | Interfaith Center on Corporate Responsibility

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<strong>Company:</strong>
<p>Regions Financial Corporation</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Company:</strong>
<p>MKS Instruments</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting.</p>
<p dir=”ltr”>There is no concern that allowing 10% of shares to call for a special shareholder meeting is too easy. It is almost unheard of for any special shareholder meeting, called for by shareholders, to ever occur at any company even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting. <br> <br>In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are quickly resolved.</p>
<p dir=”ltr”>Currently it takes 40% of MKS shares outstanding to call a special shareholder meeting. This 40% can equal more than 50% of the MKI shares that typically vote at the annual meeting.</p>
<p dir=”ltr”>To guard against the MKS Instruments Board of Directors and management becoming complacent MKS shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when MKS underperforms. If MKS directors and management know that MKS shareholders can call a special shareholder meeting they will have more of an incentive to perform better.</p>
<p dir=”ltr”>Now could be a good time for this proposal due to the long-term underperformance of MKS stock. MKS stock was at $199 in 2021 and at only the $137 in late 2025 despite a robust stock market. </p>
<p dir=”ltr”>Now is also a good time for this proposal since challenging news reports regarding MKS emerged in 2025:</p>
<p dir=”ltr”>MKS has a substantial amount of outstanding debt ($3.2 billion in secured term loans and $1.4 billion in convertible notes as of Q1 2025), which poses financial risk.<br><br>A discounted cash flow (DCF) analysis in November 2025 suggested the stock might be nearly 78% overvalued when compared to its current market price and long-term cash flow projections.<br><br>MKS noted continued softness in the NAND and specialty industrial markets as key challenges. <br><br>MKS reported a 13% year-over-year decline in specialty industrial revenue, with no significant improvement expected in the near term. <br><br>New trade policies have introduced uncertainty, with the potential to impact gross margins by as much as 100 basis points in the near term due to tariffs.</p>

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<strong>Company:</strong>
<p>LKQ Corporation</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting.<br> </p>
<p dir=”ltr”>There is no concern that allowing 10% of shares to call for a special shareholder meeting is too easy. It is almost unheard of for any special shareholder meeting, called for by shareholders, to ever occur at any company even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting. <br> <br>In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are quickly resolved.</p>
<p dir=”ltr”>To guard against the LKQ Board of Directors and management becoming complacent LKQ shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when LKQ underperforms. If LKQ directors and management know that LKQ shareholders can call a special shareholder meeting they will have more of an incentive to perform better.<br> </p>
<p dir=”ltr”>Now could be a good time for this proposal due to the long-term underperformance of LKQ stock. LKQ stock was at $60 in 2021 and at only the $29 in late 2025 despite a robust stock market. </p>
<p dir=”ltr”>Now is also a good time for this proposal since challenging news reports regarding LKQ emerged in 2025:</p>
<p dir=”ltr”>LKQ repeatedly lowered its full-year 2025 outlook for both organic parts and services revenue growth and adjusted earnings per share (EPS). LKQ initially expected organic revenue growth of 0% to 2% but later revised this to a decline of 2% to 3%.<br><br>The European segment faced the most significant issues, with worsening organic revenue declines (4% per day in Q3 2025) attributed to general economic softness, political uncertainty, and “self-inflicted” operational missteps, including poor execution in the Benelux region that led to market share losses.<br><br>The severity of the operational problems in Europe led to a significant overhaul, with over a quarter of the senior leadership team in the region being replaced, indicating deep-seated issues that will take time to resolve.<br><br>LKQ cited broader macroeconomic challenges, such as reduced consumer spending, lower demand for vehicle repairs, and persistent tariff uncertainty, as key factors impacting performance.</p>

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<strong>Company:</strong>
<p>Advanced Micro Devices, Inc.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<p><strong>RESOLVED: </strong>Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting.<br> </p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting.<br> <br>To guard against the Advanced Micro Devices Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when the need arises. <br> <br>Shareholders may especially seek a less burdensome right to call for a special shareholder meeting at a company that scores so poorly in executive pay as Advanced Micro Devices. Advanced Micro Devices scored 9 for executive pay with 10 being the worse possible score. Plus 14% of Advanced Micro Devices shares rejected executive pay in 2025. A 5% rejection is often the norm at well-performing companies.</p>
<p>This proposal topic received between 51% and 72% support each in 2024 at Jabil, Warner Brothers Discovery, ANSYS, Vertex Pharmaceuticals and DexCom. <br> <br>There is no concern that allowing 10% of shares to call for a special shareholder meeting, as called for in this proposal, is too easy. It is almost unheard of for any special shareholder meeting, called for by shareholders, to ever occur at any company even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting. <br> <br>In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are quickly resolved.<br><br>With the widespread use of online shareholder meetings it is much easier for a company to conduct a special shareholder meeting online, in the unlikely event that a special shareholder meeting ultimately takes place, and the Advanced Micro Devices governing documents thus need to be updated accordingly.<br><strong> </strong></p>

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<strong>Company:</strong>
<p>ICU Medical</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders ask the Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>There shall be no unnecessary poison pill rule to require ownership of shares for a specific period of time or unnecessary requirement that ICUI shareholders hold their shares in a certain manner in order for shares to participate in calling for a special shareholder meeting. This proposal includes that ICU Medical incorporates this right in its bylaws and that such bylaws be published on the ICUI website for easy access.<br> <br>To guard against the ICUI Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when ICUI underperforms.</p>
<p dir=”ltr”>Now could be a good timing for this proposal since ICUI stock was at $321 in 2018 and fell to only $114 in late 2025 despite a robust stock market. </p>
<p dir=”ltr”>Plus challenging news reports regarding ICUI emerged in 2025.</p>
<p dir=”ltr”>ICUI received a warning letter from the FDA that it made significant, unauthorized changes to its Medfusion Model 4000 and CADD Solis VIP infusion pumps. The letter said that these changes could significantly affect the safety and effectiveness of the devices, including their delivery profile and alarm functions. Following the FDA warning, multiple law firms, including Block & Leviton and Pomerantz LLP, announced investigations into whether ICUI committed securities fraud by failing to properly disclose these issues to ICUI shareholders.</p>
<p dir=”ltr”>The FDA labeled a software correction for ICUI’s Plum Duo Infusion System as a Class I recall, the most serious type. The software issue could result in serious injury or death. <br><br>Financial news outlets reported that ICUI experienced a decline in revenue throughout 2025, which raised concerns about profitability and weakening demand. Revenue dropped 8% in Q2. ICUI said that its financial outlook was negatively affected by tariffs, a potential $30 million impact in 2025. </p>
<p dir=”ltr”>ICUI also cited ongoing China supply chain challenges. ICUI forecasted a full-year GAAP net loss.</p>
<p dir=”ltr”>The news of the FDA warning letter in April 2025 caused ICUI’s stock to fall 4%. A Weiss Ratings analyst reiterated a “Sell” rating for ICUI. Financial analysts said that the stock was in a “very wide and falling trend” with multiple negative signals. </p>

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<strong>Company:</strong>
<p>Roper Technologies, Inc.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.</p>
<p dir=”ltr”>There is no concern that allowing 10% of shares to call for a special shareholder meeting is too easy. It is almost unheard of for any special shareholder meeting, called for by shareholders, to ever occur at any company even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting. <br> <br>In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are quickly resolved.</p>
<p dir=”ltr”>To guard against the Roper Technologies Directors and management becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when Roper Technologies underperforms.</p>
<p dir=”ltr”>The proponent of this proposal timely submitted a 2025 rule 14a-8 proposal to Roper on this same topic but it did not appear on the 2025 Roper annual meeting ballot. It is believed that Mr. Mike Peterson, Roper Assistant General Counsel, used dishonest means to prevent the 2025 proposal from appearing on the 2025 Roper annual meeting ballot. There is evidence for this belief.</p>
<p dir=”ltr”>Now could be a ripe time for this policy since ROP stock was at $505 in 2021 and was at only $445 in late 2025 despite a robust stock market. </p>
<p dir=”ltr”>Following the Q3 Roper earnings report and lowered guidance, several financial analysts downgraded Roper or lowered their price targets. For example, Barclays lowered its price target to $506 and maintained an “Underweight” rating, while RBC Capital downgraded the stock to “Sector Perform” from “Outperform.” Zacks Research also reduced its FY2025 EPS estimates for Roper. </p>
<p dir=”ltr”>Roper’s premium valuation made investors particularly sensitive to any signs of slowing growth, contributing to the strong negative market reaction to mixed results. In November 2025, the CEO sold a significant number of shares, which contributed to a “negative” reaction.</p>

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<strong>Company:</strong>
<p>Ally Financial</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting.<br> <br>To guard against the Ally Financial Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when the need arises. <br> <br>Shareholders may especially seek a less burdensome right to call for a special shareholder meeting at a company that scores so poorly in executive pay as Ally Financial. Ally Financial scored 10 for executive pay with 10 being the worse possible score. Plus 37% of Ally Financial shares rejected executive pay in 2025. A 5% rejection is often the norm at well-performing companies. Plus Ally Financial shareholders have no related right to act by written consent.<br> <br>This proposal topic received between 51% and 72% support each in 2024 at Jabil, Warner Brothers Discovery, ANSYS, Vertex Pharmaceuticals and DexCom. <br> <br>There is no concern that allowing 10% of shares to call for a special shareholder meeting, as called for in this proposal, is too easy. It is almost unheard of for any special shareholder meeting, called for by shareholders, to ever occur at any company even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting. <br> <br>In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are quickly resolved.<br><br>With the widespread use of online shareholder meetings it is much easier for a company to conduct a special shareholder meeting online, in the unlikely event that a special shareholder meeting ultimately takes place, and the Ally Financial governing documents thus need to be updated accordingly.<br>  </p>

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<strong>Company:</strong>
<p>TransUnion</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>There shall be no discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting.</p>
<p dir=”ltr”>To guard against the TransUnion Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when the need arises. TransUnion has been moving worse than sideways since 2020. TransUnion stock was at $102 in 2020 and at $84 in the 4th quarter of 2025.</p>
<p dir=”ltr”>This proposal topic received between 51% and 72% support each in 2024 at Jabil, Warner Brothers Discovery, ANSYS, Vertex Pharmaceuticals and DexCom. </p>
<p dir=”ltr”>A shareholder right to call for a special shareholder meeting, as called for in this proposal, can help make shareholder engagement meaningful. A shareholder right to call for an online special shareholder meeting will help ensure that the TransUnion Board and management engages with shareholders in good faith because shareholders will have a viable Plan B by calling for an online special shareholder meeting. </p>
<p dir=”ltr”>Any argument that a special shareholder meeting is too cumbersome has little validity. In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are resolved.</p>
<p dir=”ltr”>With the widespread use of online shareholder meetings it is much easier for a company to conduct a special shareholder meeting online for important issues and the TransUnion bylaws thus need to be updated accordingly.</p>

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Select Medical Holdings Corp.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting.</p>
<p dir=”ltr”>To guard against the Select Medical Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when the need arises. </p>
<p dir=”ltr”>This proposal topic received between 51% and 72% support each in 2024 at Jabil, Warner Brothers Discovery, ANSYS, Vertex Pharmaceuticals and DexCom. </p>
<p dir=”ltr”>A shareholder right to call for a special shareholder meeting can help make shareholder engagement meaningful. A shareholder right to call for an online special shareholder meeting will help ensure that the Select Medical Board and management engages with shareholders in good faith because shareholders will have a viable Plan B by calling for an online special shareholder meeting. </p>
<p dir=”ltr”>Any argument that calling a special shareholder meeting is too cumbersome has little validity. In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are quickly resolved.</p>
<p dir=”ltr”>With the widespread use of online shareholder meetings it is much easier for a company to conduct a special shareholder meeting online, in the unlikely event that a special shareholder meeting ultimately takes place, and the Select Medical governing documents thus need to be updated accordingly.</p>

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<strong>Company:</strong>
<p>AES Corporation</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<p>Shareholder Rights </p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting and no requirement that most such shareholders be record holders. This proposal includes that AES incorporates this right in its bylaws and that such bylaws be published on the AES website for easy access.<br> <br>It is reasonable that 10% of shares have this right because there is almost no shareholders of any company anywhere using this right at the 25% stock ownership mark. There may have been tens of thousands of consecutive shareholder meetings at the 3000 largest companies, where 25% of shares had this right, yet no shareholders made use of this right.</p>
<p dir=”ltr”>To guard against the AES Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when AES underperforms.</p>
<p dir=”ltr”>Now could be a ripe time for this proposal since AES stock was at $29 in 2021 and fell to only $14 in late 2025 despite a robust stock market. </p>
<p dir=”ltr”>Plus challenging news reports regarding AES emerged in 2025.</p>
<p dir=”ltr”>AES Indiana’s proposed rate settlement faced significant criticism and formal opposition from consumer advocacy groups, including the Citizens Action Coalition and the Indiana Utility Consumer Counselor. Opponents argued the proposed rate increase was inflated and unnecessary, with the City-County Council unanimously passing a symbolic resolution asking the company to withdraw its plan.<br><br>AES reported long-term debt of $26 billion, which analysts said could limit AES’s ability to fund operations and growth plans. This heavy debt also made its EV/EBITDA (Enterprise Value to EBITDA) valuation metric look “stretched” compared to peers. This high leverage was weighing on profitability.</p>
<p>AES stock experienced significant volatility throughout 2025. A rumored takeover bid by BlackRock led to stock swings and analyst debates, with some expressing caution about the stock’s near-term performance. Consumer advocates expressed concern that such a purchase would likely drive up rates and reduce local control over the utility.<br> </p>

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Right of Shareholders to Call Special Meetings