DELTA AIR LINES, INC.

The proposal asks the Board to enable written-consent rights allowing shareholders who together hold the minimum number of votes required to authorize an action (as if all shareholders were present at a meeting) to take corporate actions without a formal meeting. It requests no unnecessary ownership-length or holding-method restrictions, the lowest permissible record date for any consent demand, and that written consent not include solicitation clauses unless legally required. The proponent (John Chevedden) highlights past shareholder support (43% in 2025) and argues the right strengthens shareholders’ ability to respond if management or the Board underperforms. The submission emphasizes examples of 2025 operational and financial disruptions as rationale for stronger shareholder tools to prompt Board responsiveness.

The proposal requests that Delta amend its charter and/or bylaws to adopt cumulative voting for director elections, allowing each shareholder to cast a number of votes equal to their shares multiplied by the number of directors to be elected and to allocate all votes to one nominee or divide them among nominees. Proponents argue cumulative voting empowers minority shareholders to elect a director of their choice and thereby increase board diversity and accountability. The submission states cumulative voting can serve as a safeguard against a simple majority controlling the entire board and says governance experts support the practice. The measure would change director-election mechanics to potentially enable representation of minority perspectives on the Board.