Of the 26 hospitality related companies and REITS studied, not one group scored perfectly with respect to size, makeup and independence of the Board due to one of the following: an even number of board members, the chairman and CEO functions not being separated, too many insiders on the board, a classified board
(terms of greater than one year), and finally, the lack of a formal diversity policy.
membership is built on staggered terms, which often can be used as a defensive measure to hold off a potential hostile takeover.
The stockholder meeting has approved management's proposals relating to corporate governance matters, including the removal of the company's classified board
of directors, reduction of the vote requirements for certain actions needing stockholder approval, and annulment of the limitation on stockholders' ability to vote shares in excess of specified ownership thresholds, it said.
A staggered board, also referred to as a classified board
, is a corporate board of directors in which the directors are divided, generally into three classes.
announced Wednesday that the company's board of directors has voted to submit a proposal to stockholders that would eliminate the global defense company's classified board
- Amgen Inc.
On April 23, 2003, 85 percent of shareholders at Baker Hughes supported a resolution asking the company to repeal its classified board
structure and elect all directors annually.
4) In the absence of classified board
terms, proxy fights have proven an effective antidote to all but the most toxic (read: dead hand) poison pills.
PITTSBURGH -- EQT Corporation (NYSE: EQT) today announced that it intends to include in its proxy statement for the 2013 annual shareholder meeting a proposal to eliminate the Company's classified board
North Star is gratified that the Board has made a change of the Chairman position, but this change falls far short of addressing the pro-shareholder corporate governance initiatives North Star has continuously sought, including elimination of the classified board
and adding shareholder nominated directors to the Board.
Xcel recommended that shareholders vote against it because it felt that, among other things, a classified board
(one that is not elected annually) had the advantages of continuity and experience.
NASDAQ: HWAY) today announced that it intends to include in its proxy statement for its 2013 annual meeting of stockholders (the "2013 Annual Meeting") a proposal to eliminate the Company's classified board
structure and elect directors on an annual basis.
As permitted by the Maryland General Corporation Law, the Board has adopted a classified board
structure pursuant to which directors will be assigned to one of three classes, each serving three-year terms.