BIO-RAD LABORATORIES, INC.
Shareholder Proposals
Item 5
Adopt a one-vote-per-share policy and phase out Bio‑Rad’s dual-class capital structure.
The proposal asks the Board to take steps to convert Bio‑Rad’s dual-class capital structure into a one-share/one-vote structure over time, including encouraging and negotiating with holders of superior-vote shares to relinquish those rights. The supporting statement argues that dual‑class shares entrench a minority and can lead to governance problems and poor accountability, citing historical examples and a large drop in the company’s share price. The proponent references governance organizations (CII and the International Corporate Governance Network) that recommend a time‑based phase-out (e.g., seven years). The proposal was submitted by a named stockholder (John Chevedden) and requests board action and negotiation rather than specifying a particular legal mechanism.