Institution Theme Category Industry
  • Vanguard
  • Governance
  • Board & Governance
  • Retail
Company Year Market Link
Lawson 2020 N/A

At this year’s annual meeting, management put forth several proposals to modernize the company’s corporate governance provisions, including…amendments to the company’s bylaws and certificate of incorporation to eliminate supermajority vote requirements, among other provisions. Vanguard typically views such votes on foundational governance principles as straightforward, but this set of votes required deeper analysis because a single shareholder controls 48% of voting power. In addition, the nonexecutive chairman of the board is a principal of the near-controlling shareholder, an investment advisory firm. In our engagement, the company shared a desire to update its legacy governance standards to modern-day best practices. The Vanguard funds will generally support proposals to eliminate supermajority vote requirements. In this case, reducing the vote requirement from 75% of shares outstanding to a majority of shares outstanding would enable the near-controlling shareholder to implement changes that may not be in the best interests of all shareholders. Although the company had no concerns about the near-controlling shareholder’s voting power, we believed that supporting management on these proposals could potentially harm shareholder rights. As a result, the funds voted against…all three proposals to eliminate supermajority vote requirements.


  • Proponent
  • Management
  • Resolution
  • Eliminate Supermajority Vote Requirements to Amend Bylaws, Remove Directors, and Amend Certificate of incorporation
  • Vote
  • Rationale
  • N/A
  • Details
  • N/A