CALIX, INC

The proposal asks the Board to amend the company’s charter and bylaws so that any voting standard requiring greater than a simple majority is replaced with a requirement that a majority of votes cast for and against the matter be sufficient for approval, consistent with applicable law. It explicitly seeks to eliminate explicit and default (state-law) supermajority voting thresholds and requests a statement in the governing documents that no supermajority standards shall apply. The proponent argues supermajority provisions are entrenching mechanisms that can block initiatives supported by most shareholders and cites support for similar proposals at other companies. The proposal also asserts the company delayed allowing a shareholder vote on this topic and uses those allegations as part of its rationale for change.