Right To Act By Written Consent | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Residio 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 request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). </p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>This includes shareholder ability to initiate any appropriate topic for written consent. This includes that any associated request for a record date shall have the lowest allowable figure. This includes that written consent not include a solicitation clause mandating a certain percent of shares be solicited unless legally required.</p>
<p dir=”ltr”>Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. </p>
<p dir=”ltr”>Unfortunately REZI requires shares owning 25% of REZI stock outstanding to initiate the calling of a special shareholder meeting by shareholders.</p>
<p dir=”ltr”>There has never been a company response to a special shareholder meeting proposal that gave one example of a special shareholder meeting actually being held at a company that required 25% of shares outstanding to initiate. Thus the challenging 25% REZI requirement seems too high and seems to make the current so-called social meeting right useless at the 25% figure. To help make up for this REZI shareholders need a right to act by written consent.</p>
<p dir=”ltr”>A shareholder right to act by written consent could incentivize REZI directors to be more vigilant and more alert to face future headwinds like those that emerged in 2025:</p>
<p dir=”ltr”>REZI reported a very large net loss for the first 9-months of 2025, primarily due to an $882 million non-cash expense and a $1.59 billion cash payment related to terminating the indemnification agreement with Honeywell. </p>
<p dir=”ltr”>REZI stock experienced a significant single-day drop of 24% after its Q3 2025 earnings report and updated outlook, as the market reacted poorly to the forecast and the large associated one-time payments.<br><br>The implementation of a new Enterprise Resource Planning (ERP) system at the ADI business segment led to unexpected process challenges, impacting revenue growth and cash collections. It also resulted in higher selling, general, and administrative (SG&A) costs.<br><br>The residential HVAC and security markets faced softness and demand cyclicality due to macroeconomic conditions, high interest rates, and regulatory changes, impacting sales volumes and market stability.<br><br>The company incurred higher selling, general, and administrative (SG&A) costs and increased research and development (R&D) expenses related to the ERP implementation and planned investments.</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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