Proficient Auto Logistics, Inc

Article VI of the Company’s Charter currently requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the shares of the capital stock of the Company entitled to vote in the election of directors, voting as one class, to adopt, amend or repeal the By-laws.

Article X of the Company’s Charter currently requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the shares of the then outstanding voting stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to amend, alter, repeal or adopt any provisions inconsistent with Articles IV, V, IX and X of the Charter. Article IV of the Charter generally deals with directors, Article V of the Charter generally deals with exculpation and indemnification of directors and officers, Article IX provides for the exclusive jurisdiction of the Delaware Chancery Court for certain actions and Article X deals with the By-laws. A copy of the Charter is incorporated by reference as an exhibit to the Form 10-K.

Our Board is committed to best-in-class corporate governance and the Nominating and Corporate Governance Committee periodically considers and recommends to the Board governance improvements. As part of this effort, our Board has determined that amending the Charter in order to eliminate the supermajority stockholder vote requirement to amend certain provisions of our Charter and that stockholders amend our By-laws are in the best interests of the Company and its stockholders.

In making this determination, our Board carefully considered the advantages and disadvantages of supermajority stockholder vote requirements. Supermajority stockholder vote requirements are intended to facilitate corporate governance stability by requiring broad stockholder consensus to effect certain changes. However, evolving corporate governance practices have come to view provisions such as those we propose to eliminate as conflicting with principles of good corporate governance — their elimination in a company’s organizational documents increases a board’s accountability to stockholders and provides stockholders with greater ability to participate in the governance of a company.

Our Board believes that adopting a majority standard in place of the supermajority stockholder vote currently required to amend certain provisions of the Charter and for stockholders to amend the By-laws balances the opportunity for stockholders to participate meaningfully in the governance of the Company with the desire to protect the interests of all stockholders from action that may be in the interest of only a small percentage of stockholders.

Accordingly, the Board has unanimously adopted and is submitting for stockholder approval amendments to our Charter that would eliminate the supermajority stockholder vote requirement for amending certain provisions of the Charter and for stockholders to amend the By-laws.

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If stockholders approve the Supermajority Elimination Amendment, it will become effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State, which we anticipate doing promptly after receiving stockholder approval. The Board has also adopted an amendment to the amendment provisions of the By-laws that will become effective upon, and are subject to, stockholder approval of the Supermajority Elimination Amendment, which will conform the stockholder voting requirements in the By-laws with the changes made in the Supermajority Elimination Amendment. Following such actions, we will not have any supermajority voting standards remaining in our governing documents.