This Week in AGMs
This past and upcoming week in AGMs - what happened, what to look out for
Summary:
This past week: Shareholder proposal at General Mills (GIS) received majority support (but so did management’s competing proposal); and special meeting at Stratasys (SSYS) results in failed merger with Desktop Metal (DM).
This upcoming week: Not much on the docket, but look out for Say-on-Pay support at RPM International (RPM).
This past week:
General Mills (GIS):
The Special Shareholder Meeting Right shareholder proposal (set at a 10% ownership threshold) PASSED this week at GIS. The competing management proposal also passed (with a 25% threshold). Interestingly, management proffered their proposal as advisory (precatory) rather than mandatory (which is exceedingly rare, as noted on BlueSky by Rob Kalb). The board will now have to decide which ownership threshold to adopt. If the shareholder proposal threshold is not chosen, they may run the risk of being seen as unresponsive to shareholder wishes. (Note, however, that the management proposal received a higher percentage of support compared to the shareholder proposal (71% vs 60%, respectively).)
Stratasys (SSYS):
Close to 80% of investors at SSYS voted down the proposed merger with Desktop Metal (DM) this week. “[The] Board of Directors has initiated a process to explore strategic alternatives for the Company,” the company said in their 8-K filing. As mentioned in last week’s This Week in AGMs, Reuters had reported that ISS and Glass Lewis had both referenced the competing bid SSYS received from 3D Systems (DDD).
This upcoming week:
RPM International (RPM): October 5
Last year, RPM’s Say-on-Pay proposal received 67% support, which triggers enhanced disclosure assessments from both ISS and Glass Lewis vis-à-vis responsiveness to shareholder concerns.
Below is the primary disclosure that management has put forth to discuss last year’s vote including outreach and responsiveness. “[T]he Company reached out to 15 of our largest stockholders,” which represent 51.0% of the vote, and “[n]o member of [this investor group] objected to any of the Company’s compensation practices.” (See pages 9-10 of the proxy here: https://www.sec.gov/ix?doc=/Archives/edgar/data/110621/000119312523219163/d450284ddef14a.htm.)
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