staggered terms

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Staggered Terms

An arrangement whereby only a certain number of members of a board of directors 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, staggered terms makes hostile takeovers more difficult because the potential acquirer can replace only so many directors at a time.

staggered terms

Membership terms for a firm's directors that expire in different years. A firm with 12 directors might have 4-year terms with 3 seats up for election each year. Staggered terms make it more difficult for a raider to gain control of a board.
References in periodicals archive ?
Rettberg will be a class II Director under the Fund's staggered board system, and his term will expire at the 2010 Annual Meeting of Stockholders.
In recommending a vote in favor of the declassification of the Mac-Gray board, ISS noted that "all directors should be accountable on an annual basis" and "a staggered board can entrench management and effectively preclude most takeover bids or proxy contests.
Optibase and Scopus agreed that all necessary corporate actions will be taken in order to amend Scopus' articles of association such that Scopus will no longer have a staggered board and Scopus shall adopt instead standard provisions regarding the appointment of directors at Scopus' general meeting by an ordinary majority and agreed on the composition of the board of directors following the closing.
When asked about concerns companies face in considering an unsolicited bid, the majority of advisors continue to rank overpaying (57%) and a staggered board structure (38%) as the most prominent issues.
These sub-standard corporate governance practices of the Company include, but are not limited to, (i) a staggered board, (ii) the consolidated power in the combined role of the Chairman and Chief Executive Officer, (iii) the adoption of a Shareholders Rights Plan or "poison pill" in September 2007, (iv) anti-takeover provisions and (v) supermajority voting rules.
Basically, the proposal requests that the Board change the present staggered board policy that provides for one third of Directors to be elected each year and instead requires that all Directors be elected annually.
today announced that its board of directors voted to amend Criticare's By-Laws to eliminate its staggered board structure starting with its 2007 annual meeting.
Insufficient due diligence and a staggered board structure were also among top worries.
If shareholders approve the board's previously announced proposal to eliminate its staggered board structure, all directors will stand for re-election every year starting with the 2008 annual meeting.
In addition to our GOLD proxy, shareholders may also vote management's WHITE proxy to follow RiskMetrics' or Glass Lewis' recommendation to all their institutional investor clients -- simply vote "FOR" our advisory proposal to recommend that Saks' board take action to eliminate the staggered board and WITHHOLD support for the re-election of Mr.
NYSE:HRB) today announced that its board of directors voted to eliminate its staggered board structure starting with its 2008 annual meeting.