Macy’s Inc.’s board of directors has amended the company’s bylaws to implement proxy access reflecting “an ongoing commitment to corporate governance best practices.”
“Our board proactively initiated and adopted proxy access consistent with its philosophy of dialogue, transparency and responsiveness to the views of all shareholders,” said Terry J. Lundgren, chairman and chief executive officer of Macy’s Inc.
The amended bylaws allow a stockholder or group of no more than 20 stockholders that has maintained continuous ownership of three percent or more of Macy’s common stock for at least three years to include in the Macy’s proxy materials for an annual meeting up to two or 20 percent of the directors then in office, whichever is greater.
Macy’s has 14 directors on its board.
Macy’s proxy access will be first available in connection with the 2017 annual meeting of stockholders. The 2016 annual meeting will be held on May 20.
Recently, many companies have adopted proxy access. It’s been a hot topic among shareholder advisory firms helping companies with instituting best corporate governance practices.
Currently at Macy’s, and most companies, if a shareholder wants to nominate someone to serve on the board, they need to write a letter to the board which will either decide to include the nominee in its proxy or not include the nominee. If a shareholder feels very strongly, the shareholder can issue their own proxy statement.
A few years ago, Macy’s did away with nominating board members on a staggered basis. Now board members are voted upon annually. It is believed that Macy’s advisers encouraged the company to implement the proxy access.