In Focus

CII Executive Director Testifies in Maryland House of Delegates in Support of Majority Voting

CII Executive Director Ken Bertsch is scheduled to testify today in the Maryland House of Delegates in support of a bill (HB 0589) that would make majority voting for directors in uncontested elections the default vote standard at companies incorporated in Maryland. State law currently requires companies incorporated in the state to use plurality voting for director elections, unless their governing documents specify otherwise. Maryland is the second-most populous state, after Delaware, for incorporations. And a disproportionate number of corporate directors who do not win majority shareholder support and yet remain on boards serve at Maryland incorporated companies. “It is not good for capital markets generally, or for Maryland, for the state to have policies that facilitate entrenchment of poor management,” Bertsch said in written testimony.

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.”

Upcoming Events

View All

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.

Join Now

  • Stay up-to-date on the latest in corporate governance
  • Access the weekly CII Governance Alert and Special Reports
  • Interact with top staff of major U.S. institutional investors at CII conferences
  • Gain from CII's reputation as the leading advocate for institutional investors