TheCorporateCounsel.net

This morning at the Society’s National Conference, Peggy Foran discussed how Pfizer just announced how their company amended their corporate governance guidelines so that any director who receives a majority withheld vote is required to tender their resignation. The company’s board can then choose whether to accept the tender – which allows for the board’s judgement to be exercised.

This is akin to the similar provision that exists in many corporate governance guidelines regarding change in job responsibility for a director. When I get back from vacation, in a podcast, Peggy will explain why they did it, the issues involved in the form of a written tender, etc.

Letter from Council of Institutional Investors on Majority Voting

This query was recently posted in the “Q&A Forum”: “We received a letter from CII asking us to adopt a policy regarding majority voting for directors. According to CII’s web site, they sent the letter to 1,500 of the largest US companies. I am interested in how others who received this letter plan to respond.”

Here was my response: “Just listened to a discussion on this at the Society’s National Conference – must folks seem to be taking a “wait n’ see” approach to what others do (and then likely will respond with a letter that says their board is closely studying the issue as there a lot of groups currently deliberating the issues and presenting their findings in the near future).” Note that the CII’s letter notes that any responses will be posted on their website!