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

We engaged with an executive from Lawson Products, a U.S.-based industrial distribution company, to discuss proposed changes to its governance structures. At this year’s annual meeting, management put forth several proposals to modernize the company’s corporate governance provisions, including declassifying the board and giving shareholders the right to call a special meeting…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 funds voted to support proposals to declassify the board and establish the right to call special meetings. Companies should have governance structures that protect and support shareholder rights and ensure the board’s accountability. Although we supported the company’s goal of modernizing its corporate governance provisions, we had significant concerns about the near-controlling shareholder.


  • Proponent
  • Management
  • Resolution
  • Declassify the Board of Directors, Provide Right to Call Special Meeting
  • Vote
  • For
  • Rationale
  • N/A
  • Details
  • N/A