RESIDEO TECHNOLOGIES, INC.
Shareholder Proposals
Item 4
Adopt the right for shareholders to act by written consent with a minimum threshold equal to the votes required to approve the action at a fully attended shareholder meeting, removing ownership-duration and holding-method restrictions.
This proposal requests the board to permit shareholders to take action by written consent when the consenting shareholders hold the minimum number of votes that would be required to authorize the same action at a meeting where all shareholders entitled to vote were present and voting. The proposal seeks to remove unnecessary restrictions on written consent such as minimum ownership-duration requirements or limits based on the method of share ownership, permit shareholders to initiate any topic by written consent, and to require that any record-date request use the lowest permissible date and that petition clauses not impose additional percentage requirements unless legally required. The proponent cites the Company’s 25% special-meeting threshold and recent operational and financial challenges in 2025 — including a large indemnification payment, ERP-related issues at ADI, and a significant stock price reaction — as reasons why written-consent rights would provide shareholders an additional, timely mechanism to raise and resolve governance concerns.