Classified Board

Classified Board

Also known as Staggered Board: is one in which the directors are placed into different classes and serve overlapping terms. Since only part of the board can be replaced each year, an outsider who gains control of a corporation may have to wait a few years before being able to gain control of the board. This slow replacement makes a classified board an effective delays of takeovers. Sometimes known as a delay provision.

Classified Board

A board of directors where members start their terms at different times and only a certain number are elected in a given year. For example, a board of directors may have 10 members serving five-year, staggered terms where two new members are elected each year. In addition to giving the board consistency in its membership, a classified board makes hostile takeovers more difficult because the potential acquirer can replace only so many directors at a time.

classified board

A corporate board of directors whose members are elected to terms that expire in different years. A classified board makes it more difficult for a new owner to assume control in a takeover. See also staggered terms.
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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.
Classified board 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 structure.
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.

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