The ISS Proxy Report for the 2007 season, available here, chronicles, among other things, proposals during this proxy season that supported reincorporation in Delaware due to the recent change in the Delaware General Corporation Law (DGCL) allowing for majority voting. An example is the following excerpt of one union’s proposal for Convergys, Inc.:
“Our Company is incorporated in Ohio. Ohio law mandates a plurality vote standard for the election of directors. This proposal requests that the Board reincorporate the Company under Delaware state corporate law, which provides that a company’s certificate of incorporation or bylaws may specify the number of votes that shall be necessary for the transaction of any business, including the election of directors. Reincorporation would allow the Company’s board of directors and its shareholders to take actions to establish a majority vote standard for the election of directors.” Full text of proposal available here.
Hat tip and thanks for the foregoing links go to J.W. Verret, a law clerk at the Delaware Court of Chancery, who has written a thorough and scholary article on recent developments in majority voting, available here.