Crowdstrike Holdings Inc

This management proposal asks stockholders to approve an amendment and restatement of the company’s certificate of incorporation to limit officer liability to the fullest extent permitted by Section 102(b)(7) of the Delaware General Corporation Law. Management seeks shareholder approval because the statutory amendment in August 2022 created an opportunity for Delaware corporations to extend to certain officers protections similar to those long afforded to directors, and such a change requires an amendment to the charter. The proposed protections would apply to certain direct claims brought by stockholders (including class actions) but would not shield officers from derivative claims brought by or in the right of the corporation, nor would they apply to breaches of the duty of loyalty, acts not in good faith, intentional misconduct, knowing violations of law, or transactions conferring improper personal benefits. The Board’s rationale emphasizes recruiting and retention: limiting potential monetary exposure and defense costs is intended to make senior officer roles less personally risky and thereby attract and retain experienced executives who must make rapid, high-stakes decisions. The proposal also aims to align officer protections with those already available to directors and with peer corporate governance practices at other Delaware corporations. Vote mechanics matter: approval requires a majority of the outstanding voting power, and abstentions and broker non-votes are treated as votes against the amendment. While management frames the change as standardizing governance protections and reducing personal risk for good-faith decision-making, investors should weigh whether the change meaningfully affects accountability, given the enumerated exceptions (e.g., loyalty, bad faith, intentional misconduct, knowing law violations). From a governance perspective the charter amendment narrows care-based monetary exposure but preserves liability for egregious misconduct and derivative claims, which reduces—but does not eliminate—investor remedies. The Board’s recommendation and the company’s disclosure about alignment with peer practice suggest the change is intended to be administratively benign and market-standard, but stockholders should evaluate whether existing internal controls, indemnification, insurance and executive accountability measures sufficiently protect investor interests before supporting the change.

This is a management-sponsored, advisory (non-binding) proposal asking stockholders to ratify existing two-thirds supermajority vote requirements in certain charter and bylaw provisions. Management frames the supermajority provisions as a protective governance feature designed to promote long-term corporate management, require broad stockholder support for fundamental governance changes, and protect minority holders from abrupt changes driven by a small number of large holders. The disclosure notes that some Class B protective provisions are no longer applicable following retirement of Class B shares, but that specific articles still require a two-thirds vote to amend fundamental provisions (e.g., bylaws, certain charter articles). Management also highlights that the company received a shareholder proposal this year seeking elimination of supermajority provisions, which the company excluded under Rule 14a-8(i)(9) as conflicting with this Proposal 4 — an important governance context that signals active investor engagement. Because the vote is advisory, it is non-binding, but management and the Nominating and Corporate Governance Committee state they will consider the result in future governance decisions. Investors evaluating this advisory vote should weigh the trade-off between stability and entrenchment: supermajority thresholds can prevent destabilizing, short-term changes and protect minority interests, but can also raise barriers to necessary governance reforms and reduce responsiveness to shareholder majorities. The company stresses limited scope for the provisions and that most corporate actions remain subject to simple majority votes, which partially mitigates entrenchment concerns. From a practical perspective, the advisory nature means passing or failing will mainly be a signal of investor sentiment rather than an immediate legal change, but a decisive outcome could shape the Board’s future approach to governance reforms and any related shareholder engagement. Stockholders should therefore consider both the substantive provisions and the company’s intent to treat this advisory result as guidance when deciding how to vote.