MYOMO, INC.
Shareholder Proposals
Item 6
Declassify the board of directors so that all directors are elected annually.
This non-binding stockholder proposal requests that the board take the steps necessary, including any charter or bylaw amendments and subject to applicable law and shareholder approval, to eliminate the company’s classified (staggered) board so that all directors are elected annually. The proponent argues staggered boards reduce accountability and limit shareholders’ ability to evaluate and replace directors, and cites institutional investor and academic support for declassification. The supporting statement contends annual elections enhance board responsiveness and long-term performance and notes proxy advisory firms often recommend declassification. Implementing the change would require board action and a subsequent stockholder vote to amend the certificate of incorporation under Delaware law.