Stockholder proposal on a simple majority vote standard

The matter

A stockholder proposal submitted by John Chevedden asks the board to take the steps needed to replace every greater-than-simple-majority voting requirement in the charter and bylaws with a majority of the votes cast for and against. The proponent argues supermajority provisions entrench management. The proposal is advisory, so approval alone would not change the charter, and the board recommends a vote against.

Standard at the meeting

Majority of shares present, in person or represented by proxy, and entitled to vote on this matter

An abstention

counts as a vote against

A broker non-vote

has no effect

Routine for brokers

no

Read from that filing/where the two differ, the filing governs/the board recommendation is context and changes no record

Intent, not a shareholder vote/weights are re-read at the cutoff, and can only fall