Open Lending Corp
Shareholder Proposals
Item 4
Declassify the board so that all directors elected after the 2026 annual meeting are elected annually (with a proposed charter amendment to be submitted for stockholder approval at the 2027 annual meeting).
The proposal requests the board to take steps to eliminate the board’s classified (staggered) structure so that directors elected after the 2026 annual meeting are elected on an annual basis. It asks the board to prepare and submit a charter amendment for stockholder approval at the 2027 annual meeting, with a transition provision preserving the full current terms of directors elected before the 2027 meeting. The supporting statement argues annual elections increase director accountability and cites academic studies that associate classified boards with lower firm valuation, weaker takeover returns and poorer governance outcomes. The proposal is advisory and, if approved, would signal stockholder preference while the board would retain fiduciary discretion on next steps.