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.”