Corporate Governance

2009 Corporate Governance Survey

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Shearman & Sterling LLP Corporate Governance-Related Shareholder Proposals | 37 Year 25 9 3 3 8 0 1 0 5 15 32 10 3 3 0 4 7 10 5 4 3 0 2 2 2 2 2 2 N/A* N/A* N/A* N/A* 5 2 29 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009 Number of Companies Redemption of, or Shareholder Vote on, Poison Pill Director Elections by Majority Vote Removal of Supermajority Requirement One Vote Per Share Give Certain Shareholders Power to Call Special Meetings Redemption of, or Shareholder Vote on, Poison Pill: Requests that the board submit the adoption, amendment or repeal of any poison pill to a shareholder vote or that the bylaws or charter be amended to require shareholder vote on poison pill. Director Elections by Majority Vote: Requests that the board amend the company's governance documents to provide that nominees standing for election must receive the affirmative vote of a majority of the votes cast. Removal of Supermajority Requirement: Requests that the board eliminate all supermajority voting standards, unless required by law, and adopt a simple majority voting standard. One Vote Per Share: Requests that the board recapitalize the company so that all shares are entitled to only one vote. Give Certain Shareholders Power to Call Special Meetings Requests that the board take steps necessary to amend bylaws and governing documents to give shareholders of 10% of the company's outstanding shares the power to call special shareholder meetings. *Data not collected prior to 2007.

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