Remember before when I blogged about how staggered boards are now good again? Yeah, well, investors don’t appear inclined to agree. You don’t have to take my word for it – a Corporate Secretary article says that you can just ask Kellogg’s:
Kellogg Company shareholders have backed a move to introduce annual elections for directors but will have to vote for additional measures if the change is to be implemented – a hurdle they have not overcome at a previous attempt. The vote took place at the Kellogg AGM held late last month in Battle Creek, Michigan. Specifically, the proposal called on the company’s board to reorganize itself into one class with each director subject to election every year.
The hurdle referenced in the article is a clause requiring a charter amendment to remove the staggered board to be approved by 2/3rds of the outstanding shares – and that supermajority vote requirement has thwarted previous attempts to undo these provisions.
– John Jenkins, TheCorporateCounsel.net May 15, 2019
