In Focus

CII Asks Blue Apron to Ditch Triple-Class Share Structure

CII urged Blue Apron Holdings not to issue shares that give investors no voting rights, and to adopt a single class of shares with equal voting rights. The meal-kit delivery company plans to go public with a triple-class structure that will severely limit its accountability to public shareholders. While its IPO shares will carry one vote per share, Blue Apron’s CEO and other insiders get shares with 10 votes each. The company will also have a third class of non-voting stock in reserve. “CII believes public companies should provide all shareholders with voting rights proportional to their holdings; newly public companies that do not should sunset the unequal structure over a reasonable period of time,” Ken Bertsch, CII’s executive director said in a letter to Blue Apron’s lead independent director, CEO and general counsel. “We strongly urge you to reconsider going public with a multi-class structure, or to incorporate sunset provisions that revert to one-share, one-vote within five years. And we urge that you make no use of Class C non-voting shares.” CII is concerned that triple-class structures that include no-vote shares could become the model for IPO companies.

CII Opens Registration for Fall Conference

Mark your calendars and start booking your flights and hotel rooms! CII has opened registration for our fall conference, September 13-15, 2017, at the Hilton San Diego Bayfront Hotel. The agenda for this members-only gathering features compelling speakers on a range of investment and business topics. Beyond the ballroom, CII will offer a class on evaluating directors—taught by governance professionals for governance professionals—and the Engagement Exchange, an organized meet-up for investors and companies. Attendees can also participate in several member-hosted events on specific topics, from climate risk to board composition to human capital management at Tesla. And as always, there will be unparalleled networking opportunities. Join us in San Diego!

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CII Priorities

Fair Financial RulesSensible, effective rules safeguard investors and strengthen markets.

Dual-Class StockEach share of a public company's common stock should have one vote.

Majority Voting for DirectorsIn uncontested elections, directors should be elected by majority vote.

Universal ProxyIn contests, investors should be free to vote for the nominees they prefer.

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