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3 Sep 2020

Amy Borrus, Council of Institutional Investors

Council of Institutional Investors urges Palantir board to ensure voting rights for shareholders in proportion to their equity stake

I am writing on behalf of the Council of Institutional Investors (CII) to request that Palantir Technologies (Palantir), in connection with any future direct listing or initial public offering, adopt a sunset provision ensuring equal voting rights for all classes of common stock by no later than the seventh anniversary of the direct listing.

... We understand that Palantir has put forward a unique capital structure whereby founders will have the ability to control up to 49.999999% of total voting power. But at bottom, it is not substantially dissimilar from the unequal structures found at the companies from which Mr. Karp passionately seeks to distance Palantir. We respectfully ask why Palantir is contemplating a capital structure that in large part emulates the power dynamic of those firms, in contrast with American corporate governance norms.

Although a one-share, one-vote structure upon public listing would be optimal in our view, a time-based sunset provision set to trigger in seven years or fewer would at least ensure that Palantir is on a measurable path to achieving proportionate voting rights for all Palantir stockholders. Doing so would also put Palantir on track for eventual eligibility for the S&P 500 index.