ARLO · Arlo Technologies, Inc.

The adoption of the amended and restated bylaws represents a comprehensive update to Arlo Technologies' corporate governance framework, aligning it with modern practices and Delaware law. The introduction of a proxy access provision is a notable change, potentially increasing stockholder influence by allowing long-term, significant holders to nominate directors directly through the company's proxy materials, subject to specific ownership and procedural requirements. This could lead to a more diverse board but also introduces complexity for stockholder nominations. Other revisions streamline meeting logistics by authorizing remote-only formats and clarifying board authority over scheduling, while updated advance notice rules impose stricter disclosure and procedural hurdles for stockholder proposals, aiming to ensure orderly meetings. The enhancements to indemnification and expense advancement provisions strengthen protections for directors and officers, which may aid in attracting and retaining qualified individuals but also increase potential corporate liabilities. Overall, these changes reflect a balance between empowering stockholders and maintaining board oversight of corporate processes.