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TD Bank shareholder calls for chairman resignation

The board of Toronto-Dominion Bank urged shareholders to reject a proposal calling for the resignation of Chairman Brian Levitt on allegations of "board misconduct."

In his proposal, shareholder Lowell Weir said that the board did not implement a proxy access bylaw, which was approved by shareholders at the company's annual meeting in March 2017. He called for the implementation of said bylaw, the immediate resignation of the chairman, completely changing the governance committee directors over the next 12 months, and the resignation of any director who refuses to act according to said resolution.

The bank's board recommended that shareholders vote against the proposal, saying that the actions called for in the proposal are "extreme, not legally actionable and unnecessary." The bank said the bylaw called for a 3% ownership threshold in the bank's proxy access policy, which cannot be implemented as it is noncompliant with statutes of the Bank Act that stipulate a 5% ownership threshold.

Weir's second proposal called for the inclusion of an additional bylaw under which TD Bank would reimburse all expenses incurred by shareholders who were part of the nomination process of a proposed director under the proxy access bylaw.

The board also recommended that shareholders vote against the proposal, saying that the expenses are entirely within the control of the shareholder and need not be significant.

TD Bank's annual shareholders' meeting will be March 29. Common shareholders as of Feb. 1 are eligible to vote on matters at the meeting.