Investor Voice May Rue Adoption Of Single Voting Standard


In yesterday’s post, I discussed why the Council of Institutional Investor’s blanket policy eschewing the counting of abstentions may be neither good nor legal.  CII, however, isn’t the only proponent of not counting abstentions.  As Broc Romanek reported in his Proxy Season Blog, a Seattle based group by the name of Investor Voice SPC is submitting shareholder proposals advocating a simple majority vote rule.  (If you’re wondering about the SPC included in Investor Voice’s name, it is an initialization of social purpose corporation, a new form of for-profit corporation organized under Chapter 23B.25 of the Revised Code of Washington.)

In January, Intel Corporation filed this no-action request seeking exclusion of the following proposal submitted by Investor Voice:

RESOLVED: Shareholders oflntel Corporation (“Intel” or “Company”) hereby ask the Board o f Directors to amend the Company’s governing documents to provide that all matters presented to shareholders shall be decided by a simple majority of the shares voted FOR and AGAINST an item (or, “withheld” in the case of board elections). This policy shall apply to all matters unless shareholders have approved higher thresholds, or applicable laws or stock exchange regulations dictate otherwise.

Intel seeks to exclude the proposal from its proxy statement based on the following:

  • Rule 14a-8(b) and Rule 14a-8(f)(1) because the Stockholders failed to provide an adequate statement of intent to hold the requisite shares through the date of the 2014 Annual Meeting;
  • Rule 14a-8(f) because Investor Voice is not a stockholder and failed to provide adequate proof that it is acting on behalf of the Stockholders under Rule 14a-8(b);
  • Rule 14a-8(i)(3) because the Proposal is false and misleading in violation of Rule 14a-9; and
  • Rule 14a-8(i)(3) because the Proposal is impermissibly vague and indefinite so as to be inherently misleading.

Investor Voice’s proposed supporting statement argues that “Abstaining voters do not follow management’s recommendation to vote AGAINST a shareholder-sponsored item.  Ignoring this intent, Intel arbitrarily counts all abstentions as if siding with management.” (emphasis in original).  Investor Voice’s argument overlooks the fact that shareholders usually vote on management as well as shareholder proposals.  Not counting abstentions actually makes it easier for management proposals to pass.  If Investor Voice’s premise is that shareholders who do not follow management’s recommendations (i.e., to vote FOR management’s proposals), oppose those proposals, then it follows that abstentions should be counted as votes AGAINST.


DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Allen Matkins | Attorney Advertising

Written by:


Allen Matkins on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.