Shareholder Voting

Question 1

What do shareholders vote on?

Answer 1

1. directors
2. shareholder proposals
3. approval of deals
4. ratification of board decisions

Question 2

What voting systems are there?

Answer 2

1. Plurality voting

2. Majority voting

Question 3

What are the 14a-8(i) grounds for excluding a proposal?

Answer 3

1. improper under state law
2. personal grievance/special interest
3. Less than 5% of assets/earnings and not otherwise significantly related
4. ordinary business
5. relates to a nomination or election to the board
6. conflicts with a management proposal

Question 4

When must an economically insignificant proposal be included in a proxy statement?

Answer 4

If it implicates significant ethical/social concerns related to the corporation’s operations (Lovenheim).

Question 5

Can shareholders inspect corporate records?

Answer 5

Yes, if they have a purpose germane to their economic interest in the corp. (Pillsbury); unless sought for a purpose inimical to the corp. (Crane).