S H E A R M A N & S T E R L I N G L L P
CORPORATE GOVERNANCE-RELATED
SHAREHOLDER PROPOSALS
The following corporate governance-related shareholder proposals
were most frequently included in the 2003, 2004, 2005, 2006,
2007 and 2008 proxy statements of the Top 100 Companies.
INDEPENDENT BOARD CHAIRMAN:
Requests that the board adopt a policy requiring its chairman to be an independent director
and not the current or former CEO or employee.
TWO NOMINEES FOR EACH DIRECTOR POSITION:
Requests that the board be required to nominate two candidates for each board seat.
CUMULATIVE VOTING FOR DIRECTORS:
Requests that the board take steps to provide for cumulative voting for directors by granting
each shareholder a number of votes equal to the number of shares owned by such shareholder
multiplied by the number of directors to be elected and the right to cast all votes for a
single candidate.
ANNUAL ELECTION OF DIRECTORS:
Requests that the board amend the company's governance documents to require each director
to be elected or re-elected annually.
INDEPENDENT BOARD
CHAIRMAN
TWO NOMINEES FOR EACH
DIRECTOR POSITION
CUMULATIVE VOTING
FOR DIRECTORS
ANNUAL ELECTION
OF DIRECTORS
N
U
M
B
E
R
O
F
C
O
M
P
A
N
I
E
S
0
7
14
21
28
35
11
8
11
10
15
4 4
2
3
8 8
15
14
11
3
1
0 0
4
19
12
26
19
15
2003
2004
2005
2006
2007
2008
