Publications

The momentum towards majority voting in the election of directors has continued to build inexorably. ISS has reported that more than 140 majority vote stockholder proposals were filed in the 2006 proxy season. Largely in response to these proposals, over 25% of the companies in the S&P 500 now have some form of majority voting provision in place, a particularly high percentage given the limited number of companies that had majority voting before the recent movement. Most of these companies have adopted one of two alternatives: (i) a director resignation policy or (ii) a majority voting by-law. Companies that have adopted some form of majority voting provision include Berkshire Hathaway, Dell, Intel, Microsoft, Pfizer, Time Warner and Walt Disney. This memorandum takes a look back and a look ahead at these and other developments relating to majority voting in director elections.