One of the main purposes of this proposal is to give all shares, included street name shares, the right to formally
participate in calling for a special shareholder meeting to the fullest extent possible and to clear up any ambiguity on
whether street name shares can formally participate in calling for a special shareholder meeting without converting their
shares to another class of stock.
One of the main purposes of this proposal is to make sure that all street name shares can count 100% toward the 15% of
shares needed to call for a special shareholder meeting.
Currently it takes a theoretical 15% of all shares outstanding to call for a special shareholder meeting.
It then appears that all the shares that are held in street name are 100% disqualified from participating in the calling of
a special shareholder meeting. If 50% of Bristol-Myers shares are held in street name, then it would take 30% of non-street
name shares (15% times 2) to call for a special shareholder meeting.
A right for 30% of limited class of shares to color special shareholder meeting, and excluding all other shares, is not much
of a right for the Board to brag about. Plus, Bristol-Myers shareholders have no right to act by written consent.
Calling for a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for
special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with
management.
Management will have an incentive to generally engage with shareholders, instead of stonewalling, if shareholders have
a realistic Plan B option of calling a special shareholder meeting.