; (ii) the compensation of management or the board of directors of the registrant; (iii) the selection of auditors; (iv) a matter where there is a material conflict of interest between or among the issuer, members of management, members of the board of directors, or an affiliate of the issuer; (v) declassification; or (vi) transactions that would transform the structure of the registrant, including— (I) a merger or consolidation; and (II) the sale, lease, or exchange of all, or substantially all, of the property and assets of a registrant; and (B) does not include— (i) a proposal that is not submitted to a holder of covered securities by means of a proxy statement comparable to that described in section 240.14a–101 of title 17, Code of Federal Regulations, or any successor regulation; or (ii) a proposal that is— (I) the subject of a counter-solicitation