Lantheus holdings | Transition to elect directors by majority vote

Status
Withdrawn
AGM date
Previous AGM date
Resolution details
Company ticker
LNTH
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 sector
Health Care
Company HQ country
United States
Resolved clause
Resolved: Shareholders of Lantheus Holdings, Inc. (‘Lantheus’) request the Board of Directors amend our Lantheus’ policies, articles of incorporation and/or bylaws to provide that director nominees be elected by the affirmative vote of the majority of votes cast, 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
Supporting Statement: To provide shareholders a meaningful role in director elections, Lantheus’ 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.
Under Lantheus’ current voting system, a director can be elected if all shareholders oppose the director but one shareholder votes FOR, even by mistake. 91.6% of companies in the S&P 500 have adopted majority voting for uncontested elections.
In 2022 majority shares voted FOR similar proposals at 2U Inc. (97.9% for), Warrior Met Coal (66.5%), nCino (98.8%), and IQVIA Holdings (58.6%).
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.
Our outdated governance structure reduces accountability. We should not risk Zombies on Board: Investors Face the Walking Dead (https://www.msci.com/www/blog-posts/zombies-on-board-investors-face/02161045315).
Note: SEC rules provide that if shareholders fail to present proposals, without good cause, companies can exclude their proposals for two years. Yet, Lantheus arrogantly treats the process as an empty ritual. At our 2022 annual shareholder meeting, voting was closed immediately following presentation of the last proposal, allowing shareholders no time to vote or change their vote based on the information presented. That was disrespectful.
Carl Hagberg, well-known inspector of elections, suggests that after all proposals have been introduced, companies announce that polls will remain open for 10 more minutes during a discussion or question-and-answer period “to allow voters who have not yet voted or who wish to change their votes online to do so.”[1]
[1] Carl T. Hagberg & Associates, How and When to Properly Open and Close the Polls, The Shareholder Service Optimizer, Second Quarter 2022 https://optimizeronline.com/how-and-when-to-properly-open-and-close-the-polls/

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