AMERICOLD REALTY TRUST

Americold’s current rules-allowing director removal only “for cause” and requiring two-thirds of outstanding shares-entrench the board and limit shareholder accountability.

The definition of “cause” is extremely narrow, effectively shielding directors from consequences even for poor performance or other valid concerns. Under Americold's Articles of Incorporation, “cause” is defined so narrowly-solely “conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty”-that it effectively immunizes directors from accountability and strips shareholders of any meaningful ability to hold the board responsible for performance or conduct deficiencies.

Shareholders of public companies are generally entitled to remove directors with or without cause, except in the case of a classified board. This right is supported by many institutional investors, as well as by the two leading independent proxy advisors, ISS and Glass Lewis. It is further endorsed by major investor and governance organizations, including the U.S. Council of Institutional Investors (CII) and International Corporate Governance Network (ICGN). These leading governance organizations recognize restrictive removal provisions as board-entrenching mechanisms that undermine fundamental accountability.

While Maryland law permits such restrictive provisions, it does not mandate them. Americold's framework is plainly out of step with prevailing expectations of board responsiveness and modern governance norms.

There are numerous legitimate grounds for director removal that do not constitute “cause,” under Americold’s Articles of Incorporation, including inadequate performance, skills refreshment, problematic conduct, poor attendance, or health issues. In PWC's 2025 Annual Corporate Directors Survey, 55% of over 600 public company directors surveyed believed at least one fellow board member should be replaced.

This concern is magnified by Americold’s negative one-, three-, and five-year total shareholder returns.

Amending the Articles of Incorporation to allow removal with or without cause by a simple majority of votes cast would align Americold with leading governance practices and demonstrate an unequivocal commitment to the principle that directors serve at the pleasure of shareholders.