Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

During the week of April 26, 2015, 8-Ks were filed that disclosed two shareholder sponsored proxy access proposals passed and two failed.  All required three percent ownership for three years and all were opposed by the company.  Details are as follows (percentages are based on the total of votes cast for and against):

Coca Cola Company – 59% voted against (failed)

Exelon Corporation – 56% voted against (failed)

Marathon Oil Corporation – 63% voted for (passed)

TCF Financial Corporation – 60% voted for (passed)

It should be noted that Exelon had a company sponsored proposal on its ballot which passed with 53% voting in favor.  It looks like most everyone who voted for the company sponsored proposal voted against the shareholder proposal. I wonder if this seeming lack of confusion will weigh into the SEC’s review of the “directly conflicts” exclusion of Rule 14a-8.

Since April 19, four shareholder proxy access proposals have passed and six have failed.

This week United Therapeutics Corporation also adopted a proxy access by-law which permits shareholders owning 3% of the stock for three years to nominate up to 20% of the total directors, or 25%  if fewer than ten directors are then serving on the board.


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