In March 2018, we adopted a proxy access bylaw provision, enabling a stockholder, or group of no more than 20 stockholders, meeting specified eligibility requirements, to include director nominees in the company’s proxy materials for our annual meetings of stockholders. The number of director nominees submitted pursuant to these provisions may not exceed 20% of the number of directors then in office. To be eligible to utilize the proxy access provisions, a stockholder, or group of stockholders, must, among other requirements:
- have owned shares of common stock equal to at least 3% of the aggregate of the issued and outstanding shares of common stock of the company continuously for at least the prior three (3) years;
- represent that such shares were acquired in the ordinary course of business and not with the intent to change or influence control at the company and that such stockholder or group does not presently have such intent; and
- provide a notice requesting the inclusion of director nominees in the company’s proxy materials and provide other required information to the company not earlier than 150 days nor later than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting of stockholders (with adjustments if the date for the upcoming annual meeting of stockholders is advanced or delayed by more than 30 days from the anniversary date of the prior year’s annual meeting).
Additionally, all director nominees submitted through these provisions must be independent (pursuant to the requirements under the rules of the NYSE, the SEC and any publicly disclosed standards used by the Board of Directors, as well as the audit committee and compensation committee independence requirements under the NYSE rules) and meet specified additional criteria. Stockholders will not be entitled to utilize this proxy access right at an annual meeting if the company receives notice through its traditional advanced notice bylaw provisions that a stockholder intends to nominate a director at such meeting. The foregoing proxy access right is subject to additional eligibility, procedural and disclosure requirements set forth in our bylaws.
- 20 – A stockholder, or group of no more than 20 stockholders
- 3% / 3 Years – Owning at least 3% of the aggregate of the issued and outstanding common stock continuously for at least the prior 3 years
- 20% – To nominate and include in our proxy materials the maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 20% of the number of directors then in office.
