Ally Financial Inc.

Request that the company amend its governing documents to permit shareholders holding a combined 10% of outstanding common stock — or the lowest percentage permitted by state law — to call a special shareholder meeting, and to allow such meetings to be held online. The proposal also asks that there be no ownership-duration (poison pill–style) requirement that would prevent eligible shareholders from participating in calling such a meeting. The proponent cites recent shareholder rejection of executive compensation and lack of written-consent rights as reasons to provide shareholders with an expedited avenue to address urgent governance or strategic concerns. The submission also argues that allowing a 10% threshold is consistent with market practice, is rarely abused, and is facilitated by the practicality of virtual meetings.