Very experienced activist investors, especially governance aficionados at pension funds and similar asset managers, know this subject all too well. What follows is for everyone else.
More than one observer has likened BoD elections to those in the Soviet Union: no competing candidates, in which the winners obtained 98% of the vote.
This situation bugs some shareholders to no end, and the solution they've pushed, majority voting, has taken hold. Most large companies have adopted it, and in 2012, at the annual meetings of another 40 or so companies, shareholders have asked us investors to approve that standard.
Yet, the problem lies in the mechanics of plurality voting. And, the solution that investors have advocated, the majority vote standard, has proved to be largely ineffective. We show why at our current blog post.
|