CalPERS Seeks Majority Vote for Corporate Directors
CalPERS believes that in an uncontested director election, a majority of proxies cast should be required to elect a director. In a contested election, a plurality of proxies cast should be required to elect a director. Currently, a plurality vote system is used in most corporate elections, in which directors can be elected by the vote of a single share unless they are opposed by a dissident candidate. CalPERS plans to support the initiative through the following courses of action:
- Implement majority vote policies at individual companies through company bylaw and charter amendments;
- Advocate for changes to state laws to implement majority vote where feasible; and
- Seek to advocate regulatory and stock exchange support for the majority vote standard.
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