Snowflake Inc.

The proposal asks Snowflake to amend its governing documents so that, in uncontested elections (where board-nominated candidates equal board seats), directors are elected only by a majority of votes cast while retaining a plurality standard for contested elections. It further requests that any director receiving less than a majority be removed promptly and, where appropriate, transitioned to a consulting or director emeritus role, and allows the board to set a delayed effective date with justification. The supporting statement argues this change would increase shareholder influence and board accountability, cites institutional investor positions and market adoption, and frames majority voting as a governance best practice. The proposal was submitted by stockholder James McRitchie and includes supporting citations and rationale.