Overview
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What
Happens to Votes on Stockowner Proposals?
- The Harvard Law School
Corporate Governance Blog 10.18.07
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Precedent disclosure can be found in case study
of Occidental Petroleum (Oxy) below
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Occidental Petroleum Case Study
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Oxy
included detailed disclosure with regard to enforceability of stockowner
proposals in its 2007 proxy statement
- Carl Olson submitted a stockowner proposal
to Occidental Petroleum in 2003 proxy season, which requested additional
disclosures on enforceability of stockowner votes
- See precedent disclosure in 2007 proxy statement
filed by Occidental Petroleum
Vote
Required to Approve
Voting
Results
SEC_CODE_REF_0090001192884
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The Report of Inspector of Elections will be published on Occidentals web site, www.oxy.com, within 14 calendar days following the meeting and the results of the vote will be included in Occidentals Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and in the Report on the Annual Meeting, both of which may be accessed through www.oxy.com.
Legal
Effect of Approval
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Each of the stockholder proposals set forth below is a request to the Board of Directors to consider a matter. If the proposal passes, the Board of Directors may consider, in its business judgment, whether to take the requested action or not, but it is not legally obligated to do so.
Board
Action with respect to Approved Proposals
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It has been the practice of Occidentals Board of Directors to consider matters that are approved by the stockholders and, if appropriate, to refer the matter to the appropriate Board committee for further study and recommendation to the full Board. Generally, this initial consideration and referral takes place at the next regularly scheduled meeting of the Board. Depending on the complexity of the issue and the desire of the committee to seek advice from independent advisors, the committee usually reports to the full Board no later than the final meeting of the calendar year, which is usually held in early December. The final action taken by the Board with respect to the proposal and, if applicable a timetable for implementation of the Board action, will be posted on Occidentals web site. In prior years, stockholder proposals with respect to poison pills and golden parachutes were approved and the Board took action to adopt policies responsive to the concerns raised in those proposals.
Stockholder
Right to Enforce a Proposal
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As explained above, generally stockholder proposals are requests to the Board to consider a matter. If a proposal that is approved requests that the Board take, or refrain from taking, some action and the Board does not do so, then the stockholder may submit the same proposal for consideration at the next Annual Meeting, by following the procedures described on page 44. In the alternative, a stockholder may challenge the Boards business judgment not to implement the proposal by commencing litigation in the Chancery Court of the State of Delaware, Occidentals state of incorporation. Delaware law contains certain procedural requirements that must be followed before a suit may be commenced, including a requirement that, unless it would otherwise be futile, a demand be made on Occidental identifying the alleged wrongdoers, the wrongdoing allegedly perpetrated and the resultant injury to Occidental and the legal action the stockholder wants the Board to take on Occidentals behalf.
Oxy
repeated such enforceability language in
2008 proxy statement page 39
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Related Topics
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