ETSY INC

The proposal requests that Etsy amend its charter, bylaws, and any default voting standards under state law so that no corporate action requires more than a majority of votes cast for approval, and that the governing documents expressly state the elimination of any supermajority voting standards. The proponent argues supermajority provisions entrench management and can block actions supported by a majority of voting shareholders, citing academic research and examples of high stockholder support for similar proposals at other companies. If adopted, the change would standardize voting thresholds across all corporate matters to the closest applicable majority-of-votes-cast or simple-majority standard permitted by law. The proposal emphasizes shareholder rights and seeks to prevent a small group of shares from blocking actions approved by a majority of voting stockholders.