Declassified boards, also referred to as destaggered boards, are elected in their entirety each year by stockholders, with every director standing for election. Staggered boards typically have only a portion of the directors up for election each year, with each member serving a multi-year term.
“Corporate governance leadership is a top priority for the NCR Board of
Directors, and we appreciate the recognition from ISS for our efforts,”
said
In a
NCR persisted in its efforts to pass the measure, traditionally regarded
as a hallmark of strong corporate governance and stockholder rights, and
twice adjourned the annual meeting to secure the votes necessary for the
proposal to pass. Because of a vigorous proxy solicitation campaign
conducted at the direction of the company’s Board and management, the
declassification proposal passed at the
NCR’s Board included a declassification proposal on the proxy ballot for the company’s 2014 and 2015 annual meetings. While the proposal received strong support each year, it did not attain the supermajority vote required by the Company’s charter. That requirement is 80 percent of the voting power of all shares entitled to vote in director elections, not just those actually voting. This was further challenging due to NCR’s large number of individual stockholders with relatively smaller holdings, and the requirement that non-votes be treated as votes opposed to the measure.
The results of voting at the 2016 annual meeting of stockholders were
disclosed in Current Reports on Form 8-K filed by NCR with the
About
NCR is headquartered in
NCR encourages investors to visit its web site which is updated regularly with financial and other important information about NCR.
Web site: www.ncr.com
Twitter:
@NCRCorporation
View source version on businesswire.com: http://www.businesswire.com/news/home/20160526005642/en/
Source:
NCR Corporation
Media Relations:
Scott Sykes, 212-589-8428
scott.sykes@ncr.com
or
Investor
Relations:
Gavin Bell, 212-589-8468
gavin.bell@ncr.com