BorgWarner Inc. | Change share ownership threshold to call special meeting of stockholders at BorgWarner Inc.

Status
43.53% votes in favour
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
BWA
Lead filer
Individual
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
Consumer Discretionary
Company HQ country
United States
Resolved clause
Shareholders ask our Board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.
Supporting statement
One of the main purposes of this proposal is to give all shareholders, including street name shareholders, the right to formally participate in calling for a special shareholder meeting regardless of their length of stock ownership to the fullest extent possible.

Currently it takes a theoretical 20% of all shares outstanding to call for a special shareholder meeting. This theoretical 20% of all shares outstanding translates into 24% of the shares that vote at our annual meeting. It would be hopeless to expect that the shares that do not have time to vote at would have the time for the intricate procedural steps to call for a special shareholder meeting.
Then it appears that all the shares that are held in street name are 100% disqualified from participating in the call of a special shareholder meeting. If 50% of BorgWarner shares are held in street name then it would take 48% of the shares that vote at the annual meeting (24% times 2) to call for a special shareholder meeting.

And it does not stop here because all BorgWarner shares not owned for a full continuous year are 100% disqualified from calling for a special shareholder meeting. Thus if 25% of shares are held for less than a full continuous year then it would take 64% of the remaining shares to call for a special shareholder meeting.
Thus the theoretical 20% figure to call for special meeting translates into an almost impossible 64% figure which is like have no right at all to call for a special shareholder meeting.
And to top it off the BorgWarner rules make it more difficult for BorgWarner shareholders to act by written consent than to call for a special shareholder meeting. We thus do not have a realistic right to call a special shareholder meeting or to act by written consent.

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