Stockholder Proposal Seeks To Ratification Of All Decisions And Actions

For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement.  It’s there again this year.  Basically, it asks the stockholders to ratify and affirm all decisions and actions by Amerco’s directors and executive officers during the preceding fiscal year.  This ratification proposal was originally presented at the 2009 annual meeting and it received the affirmative vote of 74% of the shares voted.  Last year, the proposal received the affirmative vote of just shy of 82% of the shares voted.

Amerco is a Nevada corporation and over the years has been the subject of a great deal of corporate governance related litigation over the years. These cases include: Shivers v. Amerco, 670 F.2d 826 (9th Cir. 1982), Amerco v. Shoen, 184 Ariz. 150, 907 P.2d 536 (Ariz. App. 1995), Shoen v. Amerco, 885 F. Supp. 1332 (D. Nev. 1994), Shoen v. Amerco, 111 Nev. 735, 896 P.2d 469 (1995), Shoen v. SAC Holding Corp., 122 Nev. 621, 137 P.3d 1171 (Nev. 2006), In re Amerco Derivative Litigation, 127 Nev. Adv. Op. 17, 252 P.3d 681 (Nev. 2011).  These cases are discussed in my book, Bishop & Zucker on Nevada Corporations and Limited Liability Companies, which is cited by the court in the 1994 Shoen v. Amerco case.

 

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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.

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