The board of First Defiance Financial Corp. is asking shareholders to change the company's supermajority voting standard to a majority voting standard, as it applies to certain provisions in the articles of incorporation and code of regulations.
The proposed change would impact provisions related to director nominations and removals and the approval of certain business combinations, among others. Those currently require a favorable vote of at least 75% or 80% to amend.
An easing of voting requirements for business combinations is being recommended "in light of evolving best practices that favor an increase in shareholder participation," according to the proxy statement. Shareholders will vote on the proposals at the Defiance, Ohio-based company's April 24 annual meeting. First Defiance is the $2.99 billion-in-assets holding company of First Federal Bank of the Midwest and First Insurance Group of the Midwest Inc.
First Defiance's filing also disclosed a CEO pay ratio of 24.6 to 1.0. CEO Donald Hileman received $981,605 in total compensation for 2017. The annual total compensation for the median employee was $39,897.
