FedEx wants rid of supermajority vote requirement
The board of FedEx Corp. plans to remove the need for an 80 percent supermajority vote by stockholders to amend its charter and bylaws.
FedEx’s charter and bylaws currently require the supermajority vote of outstanding shares for the following actions:
* Approving certain business combinations, including certain mergers, unless the transaction is approved by the board or offers a “fair price” to the stockholders (the “fair price provision”).
* Amending or repealing the fair price provision or the requirements in FedEx’s certificate of incorporation and bylaws that (i) stockholder action be taken at a duly called annual or special meeting, and (ii) special meetings be called only by the board.
* Dividing the board into classes with staggered terms.
If the proposal is adopted, which itself requires the 80 percent supermajority vote, the stockholder approval threshold for will be reduced to a majority of outstanding shares. Stockholders will vote on the proposal at FedEx’s annual meeting in September.
FedEx wants rid of supermajority vote requirement
