Old Republic International Corp. shareholders voted in favor of California Public Employees' Retirement System's proposal for the company to adopt a proxy access bylaw at their May 24 annual general meeting.
The proxy access bylaw provides that a shareholder or a group of shareholders that named a director nominee must have beneficially owned 3% or more of the company's outstanding common shares continuously for at least three years prior to the submission of the nomination. The number of shareholder-nominated nominees shown in proxy materials must not be more than the larger of two or one-quarter of the directors serving.
Prior to the annual general meeting, Old Republic urged shareholders to vote against the proposal, saying that despite lack of a rule or a bylaw about proxy access, the matter is governed by Delaware General Corporation Law and SEC law and regulations. The company also said the proposal is not in the shareholders' best long-term interests, and the current system of the company "best suits" the company and its shareholders, as well as other stakeholders' interests.