This Week in AGMs
This past and upcoming week in AGMs - what happened, what to look out for
Summary:
This past week: if you missed it, catch last week’s TWAGM here
Results of the Apartment Investment and Management Company (AIV, or AimCo) AGM were released (the first AGM since last December's proxy contest loss to activist hedge fund Land & Buildings);
Shareholder proposal at AeroVironment (AVAV) receives overwhelming majority support; and
Say-on-Pay results at RPM International (RPM) were better than last AGM, but still sub-80% support
This upcoming week:
Vote-No campaign at Procter & Gamble (PG) by descendants of P&G founders, as well as 3 shareholder proposals; and
iRobot (IRBT) shareholders vote on whether to be acquired by Amazon (AMZN)
This past week:
Apartment Investment and Management Company:
After losing a board seat in December’s proxy contest with Land & Building—the first of its kind in the universal proxy card era—AimCo put forth charter amendments at this year’s AGM (a key tenet of the hedge fund’s poor governance arguments). The proposed changes: making it easier to remove directors and amend corporate documents with a simple majority vote. (Results of the management-sponsored changes were 99% in favor of eliminating the supermajority voting provisions, and 93% in support of enabling stockholders to remove directors without cause and fill vacancies created by stockholder action.)
AeroVironment:
Shareholders overwhelmingly approved
’s (and Myra Young’s) shareholder proposal to declassify the board at this year’s AGM with a FOR/AGAINST calculation of 88% in favor. This isn’t the first time AVAV shareholders have approved such a resolution, however: in 2015, off the back of a shareholder proposal that passed at the 2014 AGM, a management-sponsored proposal to declassify passed, but failed to receive the bylaw-necessary 2/3 affirmative outstanding votes to implement. The management resolution has not been raised again since.
RPM International:
As mentioned in last week’s This Week in AGMs, RPM’s Say-on-Pay proposal received 67% support in 2022, which triggers enhanced disclosure assessments from both ISS and Glass Lewis vis-à-vis responsiveness to shareholder concerns. According to the virtual meeting recording (results haven’t been filed yet), Say-on-Pay this year received ~75% support. This level of support should trigger a responsiveness assessment by Glass Lewis only next year.
This upcoming week:
Concerning the descendant-led Vote-No campaign at Procter & Gamble, see an earlier post published here. Developments since then include:
PG filed a response via solicitation
The descendants subsequently filed a second solicitation in response to the company’s noting “… 30 more descendants have joined the nine who filed the solicitation on September 11th in signing this letter.”
In addition to the Vote-No campaign, PG faces 3 shareholder proposals, 1 of which is considered ‘anti-ESG’ (proposals 5). (Note: no shareholder proposals made the ballot last AGM.)
Lastly, iRobot shareholders will vote on whether to be acquired by Amazon this week. The original deal was announced in 2022 at a higher valuation; however, since then, iRobot has had to take on additional debt and regulators around the world have probed whether the deal is anti-competitive. This led to an agreed amendment of the original offer, “reduced from $61.00 in cash, to $51.75 in cash” per share.
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