Staggered board of directors


Also found in: Dictionary, Thesaurus, Wikipedia.

Staggered board of directors

Occurs when a portion of directors are elected periodically, instead of all at once. Board terms are often staggered in order to thwart unfriendly takeover attempts, since potential acquirers would have to wait longer before they could take control of a company's board through the normal voting procedure.

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.
References in periodicals archive ?
Unlike many other companies, we have also never sought to build defensive barriers to proposals by establishing a staggered board of directors or abolishing action by written consent of the stockholders.
The consent solicitation requests Shorewood stockholders to, among other things, remove from Shorewood's bylaws the provision establishing a staggered board of directors, remove the current members of the board of directors, reduce the size of the board to three members and fill the newly created vacancies on the board with independent nominees.
We are encouraged by the strong support of our shareholders in rejecting the proposal to eliminate the staggered Board of Directors and re-electing two of the Company's nominees to the Board, notwithstanding the efforts by a group of risk arbitrageurs who acquired a large block of shares following a takeover proposal by Crown Cork & Seal.
Those amendments included implementation of a staggered Board of Directors, establishment of advance notice and other requirements relating to actions by shareholders, and requirements for a super-majority vote to modify the new amendments in the future.
Talley also reported that shareholders voted in support of proposals recommending that the board of directors consider eliminating the company's staggered board of directors and shareholders' rights plan.
o No Management Entrenchment--Brooke's nominees will not install a staggered Board of Directors and will not implement a "poison pill" rights plan.