Council of Institutional Investors

Notable Annual Meetings
Thursday, September 24, 2015
by: Rosemary Lally

Section: CII Governance Alert

Airgas--A vote-no campaign launched by the International Brotherhood of Teamsters at Airgas prompted a large percentage of the company’s shareholders to withhold their support for three directors up for re-election. Airgas’s reluctance to destagger its board despite majority-supported classified board proposals for three years running inspired the Teamsters to initiate the campaign. At the August 4 annual meeting, Airgas directors James Hovey, Paula Sneed and David Stout received only 47 percent support in the uncontested election. Significant support also was withheld from Airgas CEO Michael Molinini, who received 60 percent support. Because Airgas does not require majority support in uncontested director elections, technically each board member has been re-elected.

Bank of America—At a September 22 special meeting, the company’s shareholders approved a proposal to ratify 2014 bylaw amendments that permit the board to recombine the roles of CEO and chair. Preliminary tallies show 63 percent of the votes cast supported the proposal. Just before the bank’s May 6 annual meeting, the board angered many of its shareholders by revealing that it had unilaterally changed a binding bylaw amendment that shareholders had approved in 2009 to require an independent board chair. At the company’s 2009 annual meeting, 50.3 percent of the votes cast supported a binding proposal filed by the Service Employees’ International Union Master Trust. The approval of that resolution resulted in the separation of the roles of chair and CEO. To quell the shareholder uproar that resulted from the move this spring, on May 4 Bank of America’s board announced that it would let shareholders vote on the decision to recombine the CEO and chair roles.
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