Krispy Kreme, Inc.

The proposal asks the Board to amend governing documents so that any provision requiring more than a simple majority vote be changed to require only a majority of votes cast (or otherwise the simple majority required by law). The proponent argues that existing two-thirds supermajority thresholds for certain charter and bylaw amendments can enable a large shareholder bloc or a status quo Board to block actions supported by most other stockholders. The proposal cites investor guidance (BlackRock, Vanguard, Glass Lewis) and examples of other companies where similar shareholder proposals have passed, and notes the company’s largest stockholder holds roughly 40%+ of outstanding shares. If adopted, the change would lower the voting threshold for eligible corporate actions to a simple majority of votes cast.