In Focus

Pinterest Joins Lyft in Giving Founders 20 Vote Per Share

Pinterest plans to go public with the same unusual vote ratio being used in the upcoming Lyft IPO, according to a preliminary prospectus filed March 22. The boards at each company are providing founders with 20 votes per share. Pinterest is including an unusual provision that mimics a time-based sunset, providing that the share structure would reduce voting rights after seven years for any holder of super-voting shares who has sold or transferred a majority of those shares. “This falls well short of the sunsets that CII seeks,” said CII Executive Director Ken Bertsch. CII wrote to the Lyft board in February seeking a real time-based sunset on the dual-class stock structure, and plans to do the same to the board of Pinterest.

CII Defends Quarterly Financial Reporting in Letter to SEC

CII urged the SEC in a March 21 letter to continue to require public companies to file financial reports quarterly, instead of semi-annually. “The notion that quarterly reporting encourages short-term thinking is in our view outdated and generally not supported by empirical evidence,” CII said. In response to SEC questions, CII said it supported SEC action to address time lapses between an earnings release and a Form 10-Q, and backed the approach some companies follow of issuing both documents concurrently. That gives investors information about a company’s performance and financial condition at the same time.

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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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