's board is seekingshareholder approval of an amendment to the company's articles of incorporationto provide for majority voting in the election of directors in uncontested elections,according to a definitive proxy statement filed April 13.
The filing statedthat the Charlotte, N.C.-based company's directors currently are elected by a pluralityvote.
Under pluralityvoting, only "for" votes are counted, not any "against" or "withheld"votes or abstentions. Therefore, in an uncontested election, a director could beelected with only one "for" vote, despite an overwhelming number of "withheld"votes. Under a majority voting standard, a director must receive more votes "for"than votes "against" his or her election in order to be elected.
The nominatingcommittee and the board recognize that in recent years, shareholders of public companieshave advocated for majority voting in the election of directors and that in responsemany public companies have implemented a majority voting standard for uncontesteddirector elections. Both believe it is in the best interests of the company andits shareholders to adopt a majority voting standard in uncontested director electionsas such a standard would ensure that only directors with broad acceptability amongthe voting shareholders will be seated on the board and enhance the accountabilityof each board member to the shareholders.
The board believesthat the plurality vote standard should continue to apply in contested directorelections. If a majority voting standard is used in a contested election, wherethere are more nominees than there are board seats to fill, fewer candidates couldbe elected to the board than the number of board seats to be filled, if too manydirectors receive more "against" than "for" votes.
Shareholdersof record at the close of business on March 24 are entitled to vote at the annualshareholder meeting to be held May 26.