The stockholder wrote that the proposal was required because Edwards did not have a lead independent director at the time and an independent Chairman would be best able to build up the oversight capabilities of the Board Edwards recommended against this proposal for many reasons including that, in response to stockholder feedback, it had already created a Lead Independent Director role, with duties that included, among other things, approving Board meeting agendas and schedules, providing feedback to management and advice to the CEO and participating in the company’s stockholder outreach.