Survey Results: Director Resignations


Under at least two scenarios these days, a director may be required to submit a resignation letter - either when the company's corporate governance guidelines require it when a director has a change in his/her job responsibility or as part of a majority vote provision.

1. If a director resignation scenario arises, the process our company uses to obtain the letter involves: (Total responses: n=35)
(select only one)

n=17 (48.57%) Corporate secretary or general counsel reminds the director of the need to submit the resignation letter
n=14 (40.00%) Board chair or governance committee chair reminds the director of the need to submit the resignation letter
n=0 (0.00%) Full Board reminds the director of the need to submit the resignation letter at a board meeting
n=3 (8.57%) Nobody reminds the director of the need to submit the resignation letter
n=1 (2.86%) Other

2. After a director resigns, the process our company uses as part of an "exit" interview – and to ensure that a Form 8-K under Item 5.02(a) is not required – involves: (Total responses: n=35)
(select only one)
n=1 (2.86%) Board meets in executive session without the "resigning" director
n=5 (14.29%) Board chair meets with the resigning director
n=8 (22.86%) Nominating/governance chair meets with the resigning director
n=4 (11.43%) CEO meets with the resigning director
n=10 (28.57%) General counsel meets with the resigning director
n=3 (8.57%) Corporate secretary meets with the resigning director
n=4 (11.43%) Other

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