Here:
Compare the following two statements by Glass, Lewis & Co., LLC in its 2018 Proxy Paper Guidelines:
“In light of evolving investor sentiment, we have clarified that we consider that the board generally has an imperative to respond to shareholder dissent from a proposal at an annual meeting of more than 20% of votes cast — particularly in the case of a compensation or director election proposal.”
“Moreover, we believe that a supermajority vote requirement can enable a small group of shareholders to overrule the will of the majority shareholders. We believe that a simple majority is appropriate to approve all matters presented to shareholders.
On the one hand, Glass Lewis claims that a small group of shareholders (as few as 20%) commands an “imperative” while on the other, Glass Lewis declaims that a small group must not overrule the will of the majority. I’m not the first to observe this foolish inconsistency. See this blog post by Bob Lamm.
