Qorvo, Inc.

The proposal asks the Board to allow stockholders to act by written consent when those stockholders hold the minimum number of votes that would be necessary to authorize the same action at a meeting where all stockholders entitled to vote were present. It requests removal of ‘‘unnecessary’’ restrictions such as ownership holding-period requirements, and asks that any record-date requirement use the lowest legally allowable percentage and that written-consent procedures not mandate solicitation thresholds beyond legal requirements. The proponent argues written consent enables timely stockholder action on matters with overwhelming support and that, in practice, such actions require very broad backing (the proponent suggests 70–80% of reachable shares). The submission emphasizes the right to initiate written-consent items (subject to majority-of-outstanding-share approval) and urges stockholders to support the change.