WESCO proposes annual board election
WESCO International announced that its board of directors has voted to recommend a management proposal to implement annual elections for all directors.
The board will recommend that stockholders approve an amendment to the company's certificate of incorporation to transition from a classified board structure to a declassified structure. If the amendment is approved, directors would be elected to one-year terms as their existing terms expire, beginning with the class of directors to be elected at the company's 2015 annual meeting of stockholders.
"We believe that a classified board has served the company and its stockholders well since we became a public company in 1999. We are committed to constructive investor engagement and to carefully considering and responding to the interests of our stockholders. At our most recent annual meeting, a majority of our stockholders expressed their support for board declassification, and as a result, we have decided to transition to annual elections for our board of directors," said John Engel, chairman of WESCO's board of directors. "In addition, the board has adopted a resignation policy under which any director who does not receive a majority of votes for his or her re-election is expected to offer his or her resignation for the board's consideration."
Under a classified board structure, a portion of the directors serve for different term lengths, depending on their particular classification. Terms usually last between one and eight years. The classified board structure has come under harsh criticism from shareholder advocacy groups for a number of reasons. Opponents to the classified structure argue that the system breeds board member complacency and forces directors to develop close relations with management.
INDUSTRIAL SUPPLY MAGAZINE
The March/April issue of Industrial Supply magazine features an in-depth cover story about Joyce Lansdale and Vallen. Plus, we're featuring articles by contributing writers Dirk Beveridge, Frank Hurtte, and David Kahle, as well as interviews with numerous product and distribution industry experts.
