ServisFirst Bancshares Inc.'s board urged shareholders to vote against a stockholder proposal that calls for a majority voting standard in uncontested director elections.
The Birmingham, Ala.-based company received the proposal from California State Teachers' Retirement System, which beneficially owned 48,220 shares of its common stock as of Nov. 18, 2016, before the 2-for-1 stock split that occurred Dec. 20, 2016.
According to the stockholder proposal, the plurality vote standard currently in place at the company "completely disenfranchises" shareholders and makes the shareholder's role in director elections "meaningless."
But the company's board noted that its director resignation policy already accomplishes the objective of the stockholder proposal. Under this policy, incumbent director nominees who receive a greater number of "withhold" votes than votes "for" their election in an uncontested election must promptly tender a written offer of resignation. A committee composed entirely of independent directors will consider the offer of resignation and recommend to the board whether to accept or reject the resignation. The board is then required to act on the tendered resignation.
ServisFirst shareholders of record as of March 20 are eligible to vote on the proposal and other proposals at the annual meeting, which will be held May 18.