In Focus

CII, Investors Say "No" to Snap’s "No-Vote" Shares

The Council of Institutional Investors February 3 sent a letter to the founders and chairman-designate of Snap Inc. urging them to reconsider plans to take the company public with shares that have no voting power. The letter was co-signed by 18 of CII members and other institutional investors.
 
“We are concerned that Snap Inc. plans to go public with a structure denying outside shareholders any voice in the company, and request to meet with you to discuss our concerns,” Ken Bertsch, CII’s executive director, said in the letter. ”We strongly urge Snap to reconsider the proposed structure, and instead go to market with a single-class voting structure.”

CII Report on Proxy Access Bylaws at U.S. Companies Finds Consensus on Key Provisions

The Council of Institutional Investors February 2 published a report on proxy access bylaw provisions adopted by 347 U.S. public companies. The report shows that a high percentage of the bylaws incorporate similar key provisions. The report analyzes data collected by the law firm of Covington & Burling on access bylaws adopted by 2016.

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CII Priorities

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

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

Proxy Access Long-term shareowners should have access to the proxy to nominate corporate directors.

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

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