U.S. Proxy Voting Manual
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Value Maximization Proposals

Vote CASE-BY-CASE on shareholder proposals seeking to maximize shareholder value by either:

  • Hiring a financial advisor to explore strategic alternatives

  • Selling the company, or

  • Liquidating the company and distributing the proceeds to shareholders

These proposals should be evaluated based on the following factors:

  • Prolonged poor performance with no turnaround in sight

  • Signs of entrenched board and management (such as the adoption of antitakeover defenses)

  • Strategic plan in place for improving value

  • Likelihood of receiving reasonable value in a sale or dissolution

  • Company actively exploring its strategic options, including retaining a financial advisor

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Supermajority Vote Requirements Up Antitakeover Defenses and Voting Related Issues

 
 

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