MKS INC

The proposal requests that the company's governing documents be amended so that holders of a combined 10% of outstanding common stock (or the lowest percentage permitted by state law) may call a special shareholder meeting, with no required holding period and the option for an online meeting. The proponent argues a lower threshold increases board accountability and provides a mechanism for shareholders to address time-sensitive concerns without waiting for the annual meeting. The submission cites the company's recent stock underperformance, substantial outstanding debt, market softness in key end markets, third-party valuation concerns, and tariff-related uncertainty as reasons why shareholders should have an easier ability to convene a special meeting. The proposal was submitted by John Chevedden (who disclosed beneficial ownership of 40 shares) and would be implemented only if properly presented at the meeting.