Thursday, July 25, 2013

Every Vote Counts, But Not So Much

Today's Wall Street Journal reports that Michael Dell and his buyout group are trying to change the way votes are counted in his attempt to take the company private.  Lest you think that he's trying to move the goalposts after the game has begun, it appears that what he's trying to do is to have abstentions not count as votes.  I'm not sure why he agreed to have them count as votes in the first place, but it seems to me that abstentions (and broker non-votes) are, well, not votes.  

In an unrelated matter, the New York Stock Exchange recently announced a change in its listing standards on the shareholder vote required to approve an equity compensation plan.  The old standard required not only that the plan be approved by a majority of the votes cast, but also that the votes cast (for and against) constitute a quorum (i.e., more than 50% of the voting power on that matter).  The latter test was somewhat cumbersome and hard to explain.  The new standard merely requires that the plan be approved by a majority of the votes cast.  So far so good.  However, the standard specifies that "votes cast" includes - you got it - abstentions and, if I understand it correctly, broker non-votes.

It seems to me that if you are a shareholder who goes to the trouble of voting (not that it's a big deal), your vote in favor of something shouldn't be offset by an abstention or a non-vote.  Am I missing something here?

Lamm's Literary Lyceum

In my first posting, I told you that I might write about all sorts of stuff, and my profile states that I'm a voracious reader.  So I'm pleased to let you know that I've just finished The Son, by Philipp Meyer.  It's a tale of Texas history that is dark, somewhat disturbing, very well written and engrossing.  

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