Why isn't Majority Voting Binding?
posted on
Dec 02, 2011 06:46PM
Simply put, I believe it is because the word “requesting” was used in contrast words like Mandating, or requiring. One simple word gave our BoD weasel room to reject what was obviously the will of the shareholders. This shows the true colors of our BoD and goes to the heart of the kind of people they are who will do anything to cling to their positions. I believe there are enough articles on the internet to show that clear trend in corporations is towards majority voting in shareholder friendly corporations.
“PROPOSAL NUMBER 3
STOCKHOLDER PROPOSAL – REQUESTING THAT OUR BOARD OF DIRECTORS AMEND OUR CHARTER DOCUMENTS TO PROVIDE FOR THE ELECTION OF DIRECTORS BY MAJORITY VOTE”
Q: What is the status of the majority voting resolution approved at the last stockholders' meeting?
A: As you are aware, last year at our 2011 Annual Meeting of Stockholders, our stockholders voted on a proposal (Proposal No. 3) which requested that our Board of Directors initiate a process to amend our governance documents to provide for majority voting with respect to the annual election of our Board of Directors. While this proposal was approved by the requisite vote at our 2011 Annual Meeting of Stockholders, the proposal was non-binding upon our Board of Directors and therefore its implementation is at the discretion of our Board of Directors. After careful consideration, the Board of Directors has decided to retain the plurality voting standard and not implement the proposal. The principal factors upon which the Board made its decision include the fact that a substantial majority of public companies still use the plurality standard due to the increased likelihood of a failed election or the potential that stockholders would not elect a director that is needed to satisfy a regulatory or experience requirement. We expect the topic of stockholder proposals to be addressed during the upcoming stockholder meeting.