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Hi everyone,

One of our 2019 directors, Sean McGinnis, recently switched employment to Dell. As most of you know, the Bylaws have a clause in Article 4.17(a) that ensures diversity of representation by limiting the number of directors that can be affiliated with a single corporate entity to two (the “Director Diversity Requirement”). We already had two directors from Dell on the Board (Arkady Kanevsky and Prakash Ramchandran), so Sean’s new affiliation brings that total over the limit.

Article 4.17(d) of the Bylaws states “If a director who is an individual becomes Affiliated during his or her term and such Affiliation violates the Director Diversity Requirement, such individual shall resign as a director.”

However, 4.17(e) says "A violation of the Director Diversity Requirement may be waived by a vote of two thirds of the Board of Directors (not including the directors who are Affiliated).”

Sean has requested that the Board vote on a motion to waive the violation under 4.17(e). In the case of this Board vote, Arkady, Prakash and Sean would abstain from voting and the remaining directors could vote to waive or not waive the violation for the remainder of the 2019 term.

Alan will add this item to the agenda, so I wanted to send out some brief background on the issue and the relevant sections from the Bylaws ahead of the meeting.

If you have any questions, feel free to pass them along,

Jonathan