Proactive Engagement Addresses Shareholder Proposal on Written Consent
In 2018, an individual activist shareholder submitted a proposal on written consent for inclusion in the 2018 Proxy Statement. In response, the Board of Directors reached out to shareholders to determine their position on written consent. We created a shareholder engagement team comprised of the CFO, VP of Investor Relations, VP and Corporate Secretary and the Lead Independent Director to contact the group of shareholders who held more than 50 percent of the total shares outstanding. The overwhelming feedback was that the large majority of those shareholders believed strongly that the Board should not adopt written consent for the following reasons:
- The written consent proposal would deprive all stockholders of the right to be consulted on key matters impacting their investment. Having a meeting of shareholders to vote on issues assures that stockholders receive advance notice of the proposed action, have an opportunity to discuss it and consider all points of view. Adopting written consent could disenfranchise stockholders by depriving them of these rights, while enabling other short-term or special interest investors with no fiduciary duties to stockholders to approve proposals that are not in best interest of all stockholders.
- Edwards has an existing right to call a special meeting with an appropriate threshold.
- Edwards has a strong corporate governance structure and a record of accountability.
After the Annual Shareholder Meeting, a strong majority, 76 percent of shareholders, voted against the proposal.