TheCorporateCounsel.net

Overboarding remains one of the primary reasons for votes against directors, as Emily noted earlier this year on our “Proxy Season Blog.” While State Street and Vanguard allow for some flexibility in applying their overboarding policies, this Financial Times article says that BlackRock’s recent votes show that it has been less forgiving, at least at Big Tech.

The article identifies directors at Salesforce, Twitter, Alphabet, and Amazon whose re-elections were opposed by BlackRock due to “overcommitment” – which for non-executives, BlackRock defines as serving on more than 4 public company boards. The article says that Alphabet changed its overboarding policy this year due in part to BlackRock pressure.

In the voting summary that BlackRock released in July, the asset manager said that it voted against 182 directors in the Americas because of overboarding concerns – which is less than the number of directors who got the “thumbs down” for independence, board diversity or misaligned compensation decisions, but still within its “top 4” reasons for not supporting director elections.

Make sure to visit the “Overboarding” resources in our “Board Composition” Practice Area to keep up with all of the policies you need to know – and protect your directors. If you’re not already a member with access to this useful resource, sign up now and take advantage of our no-risk “100-Day Promise” – During the first 100 days as an activated member, you may cancel for any reason and receive a full refund.

– Liz Dunshee