MOHAWK INDUSTRIES INC
Shareholder Proposals
Item 5
Replace all supermajority voting thresholds in the charter and bylaws with a majority-of-votes-cast standard.
The proposal asks the Board to amend the Company’s certificate of incorporation and bylaws so that any provision requiring more than a simple majority vote be changed to require a majority of votes cast for and against the matter (or a simple majority as permitted by law). It specifically requests that the Company state its governing documents will not contain supermajority voting standards, including defaults under state law. The proponent cites academic research and examples of other companies where similar measures received strong investor support, arguing that supermajority requirements can entrench management and block proposals favored by a majority of voting shareholders. The proposal would narrow the circumstances in which heightened shareholder approval thresholds apply, moving most corporate decisions to a simple majority voting standard.