INTELLIA THERAPEUTICS | Directors to be Elected by Majority Vote at INTELLIA THERAPEUTICS

Status
Withdrawn
AGM date
Resolution details
Company ticker
NTLA
Lead filer
CorpGov.net
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
Intellia Therapeutics, Inc. ("Company" or “Intella”) shareholders, including James McRitchie of CorpGov.net, ask our Board of Directors to initiate the appropriate process as soon as possible to amend our Company’s articles of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats. This proposal includes that a director who receives less than a majority vote be removed as soon as a replacement director can be qualified on an expedited basis. If such a removed director has key experience, they can transition to a consultant or director emeritus. With written justification, the board can set an effective date several years into the future for these changes to take effect.
Supporting statement
To provide shareholders a meaningful role in director elections, our Company’s current director election standard should transition from a plurality vote standard to a majority vote standard when only board-nominated candidates are on the ballot. The majority vote standard is the most appropriate voting standard for director elections where only board nominated candidates are on the ballot. This will establish a more meaningful vote standard for board nominees and could lead to improved performance by individual directors and the entire board. Under our Company’s current voting system, a director can be elected with as little as one vote form the same director standing for election. An election in North Korea is more competitive. Vanguard, one of our largest shareholders, wrote: “If the company has plurality voting, a fund will typically vote for shareholder proposals requiring majority vote for election of directors.” BlackRock wrote: “Majority voting standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives.” Many of our other large shareholders have similar proxy voting policies. Diligent’s Market Intelligence database indicates more than 92% of the companies in the S&P 500 have adopted majority voting for uncontested elections. Proposals by James McRitchie on this topic since 2021 have averaged a vote of 73% in favor. Majority vote elections are widely viewed as a best practice, making directors more accountable, improving performance and increasing company value. James McRitchie, CorpGov.net A majority vote standard to elect director gives shareholders more leverage if they perform poorly. Our outdated governance structure reduces accountability. We should not risk Zombies on Board: Investors Face the Walking Dead. 1 Freefloat Analytics characterizes Intella’s board type as an “oligarchy,” where John M. Leonard holds 42% of the influence. A Majority Vote standard is likely to lead to a more democratic board and a more profitable company

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