The North Carolina Proposal refers to a legal initiative to amend the restated articles of incorporation in order to create a second class of common stock within a company. This proposal aims to introduce a new class of stock that would possess different rights, privileges, or preferences compared to the existing class of common stock. By implementing a second class of common stock, organizations can provide investors with more varied investment options and potential benefits. The creation of this new class allows for the adjustment of voting rights, dividend distribution, liquidation preferences, and other key factors to better align with the company's strategic goals and objectives. There can be different types of North Carolina Proposal to amend the restated articles of incorporation to create a second class of common stock, including: 1. Voting Rights: The proposal may introduce a class of stock with limited or enhanced voting rights. This may be done to ensure certain shareholders have more say in major company decisions or to restrict voting power to a select group of shareholders. 2. Dividend Preferences: Another type of proposal could focus on establishing a class of stock that receives preferential treatment in terms of dividend distribution. This new class may have priority over the existing class when it comes to the payment of dividends. 3. Liquidation Preferences: Some proposals may create a second class of stock with different liquidation preferences. Here, in the event of a company liquidation or sale, this class would have priority in receiving the proceeds before the existing common stockholders. 4. Conversion Privileges: Certain proposals might present a new class of stock designed to convert into a different class of shares under specific circumstances. For example, a convertible preferred stock may convert into common stock if certain financial milestones are achieved. 5. Anti-Dilution Provisions: The proposal could introduce a class of stock with anti-dilution measures, allowing for protection against dilution caused by future issuance of stock at a lower price. This serves to safeguard the value and ownership interests of the newly created class. Overall, the North Carolina Proposal to amend the restated articles of incorporation, creating a second class of common stock, presents various opportunities for companies to explore differentiated rights and preferences, ensuring shareholder diversity while aligning with the company's strategic objectives.