AVIS BUDGET GROUP, INC.
Shareholder Proposals
Item 4
Replace supermajority voting provisions with a majority-of-the-votes-cast standard in the charter and bylaws and, if needed, adjourn the annual meeting up to two weeks to solicit votes to reach 80% approval.
This shareholder proposal asks the Board to amend the company’s charter and bylaws so that any voting requirement that currently requires greater than a simple majority be changed to a majority-of-the-votes-cast (or a simple majority as permitted by law). The proposal also requests an explicit statement in the governing documents that the company will not maintain supermajority voting standards. Additionally, it asks the company to adjourn the annual meeting for up to two weeks if the proposal fails to obtain an 80% approval on the meeting day so that additional votes can be solicited with the objective of reaching the 80% threshold. The proponent cites governance research and a Netflix precedent in support of the change, arguing shareholders may pay a premium for improved governance and that supermajority thresholds can entrench management.