January 10, 2017

Shareholder Proposals: Virtual-Only Meetings As “Ordinary Business”

As first came to my attention in this Gibson Dunn blog, Corp Fin has issued this no-action response to HP, allowing the company to exclude a Chevedden proposal that sought to prevent the company from holding virtual-only annual meetings. Corp Fin based its decision on Rule 14a-8(i)(7), the first time that the Staff has ruled that this type of proposal is “ordinary business.” Just a few weeks earlier, Corp Fin issued this no-action response to Hewlett Packard Enterprises – not to be confused with HP (they are separate companies) – that allowed the exclusion of a similar proposal on procedural grounds. Don’t forget the transcript from our recent webcast: “Virtual-Only Annual Meetings: Nuts & Bolts”…

By the way, EQS Group became the 1st company in the UK to hold a virtual-only meeting during this past year…

“Consequential” Majority Voting: CII’s New FAQs

Last week, CII published a group of FAQs to majority voting. CII believes that companies should adopt meaningful majority vote standards that are clear and that require failed nominees. CII also doesn’t want companies to dress up a plurality-plus standard – as described in a proxy statement – to look like a majority vote standard. Here’s an excerpt from this blog by Davis Polk’s Ning Chiu:

The Council of Institutional Investors has published an FAQ on majority voting for directors in which it advocates for “consequential majority voting,” a form of majority voting in director elections that essentially removes board discretion if a director receives less than majority support.

90% of S&P 500 companies have a traditional form of majority voting, compared to only 29% of Russell 3000 companies. Most mid-cap and small-cap companies elect directors under a plurality vote system, where the nominees who receive the most “for” votes are elected until all board seats are filled. In an uncontested election, given that the number of nominees is equal to the number of board seats available, a nominee can be elected with one vote.

Tomorrow’s Webcast: “The Latest Developments – Your Upcoming Proxy Disclosures”

Tune in tomorrow for the webcast – “The Latest Developments: Your Upcoming Proxy Disclosures” – to hear Mark Borges of Compensia, Alan Dye of Hogan Lovells and, Dave Lynn of and Morrison & Foerster and Ron Mueller of Gibson Dunn discuss all the latest guidance about how to overhaul your upcoming disclosures in response to pay ratio and say-on-pay – including the latest SEC positions, as well as how to handle the most difficult ongoing issues that many of us face.

Broc Romanek