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The Home Depot's Board adopt majority vote standard for election
29 Aug '06
2 min read
The Home Depot announced that its Board of Directors has amended the Company's bylaws to adopt a majority vote standard for the election of directors, beginning with the next election in May 2007.
The new standard highlights the Company's commitment to high standards of corporate governance.
"Listening to our shareholders, learning from their feedback and maintaining ongoing dialogue are top priorities for The Home Depot," said Bob Nardelli, Chairman, President & CEO. "At our shareholder meeting in May, the majority vote proposal was approved by 56 percent. By adopting a majority vote standard, the board of directors is reinforcing our company's commitment to shareholder engagement and Director accountability."
The majority vote standard requires each director to receive a majority of the votes cast with respect to that director, providing for a greater level of accountability of directors to shareholders.
Previously, Directors were elected under a plurality vote standard, which meant that the candidates receiving the most votes would win without regard to whether those votes constituted a majority of the shares cast at the meeting.
Contested elections (in which there are more nominees than directors to be elected) will continue to use the plurality vote standard.
Under the laws of Delaware, where The Home Depot is incorporated, if an incumbent director is not elected, that director continues to serve as a "holdover director" until the director's successor is duly elected and qualified.
The new standard highlights the Company's commitment to high standards of corporate governance.
"Listening to our shareholders, learning from their feedback and maintaining ongoing dialogue are top priorities for The Home Depot," said Bob Nardelli, Chairman, President & CEO. "At our shareholder meeting in May, the majority vote proposal was approved by 56 percent. By adopting a majority vote standard, the board of directors is reinforcing our company's commitment to shareholder engagement and Director accountability."
The majority vote standard requires each director to receive a majority of the votes cast with respect to that director, providing for a greater level of accountability of directors to shareholders.
Previously, Directors were elected under a plurality vote standard, which meant that the candidates receiving the most votes would win without regard to whether those votes constituted a majority of the shares cast at the meeting.
Contested elections (in which there are more nominees than directors to be elected) will continue to use the plurality vote standard.
Under the laws of Delaware, where The Home Depot is incorporated, if an incumbent director is not elected, that director continues to serve as a "holdover director" until the director's successor is duly elected and qualified.
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