Global Payments Inc. | Reduce ownership threshold to request action by written consent

Status
50.40% votes in favour
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
GPN
Lead filer
Resolution ask
Other ask
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
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 acombined 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 shareholders the right to formally participate in calling for a special shareholder meetingregardless of their length of stock ownership to the fullest extent possible. This proposal is more important to Global Payments shareholdersbecause Global Payments requires 50% of shares outstanding to call for a special meeting. This can translate into 60% of the shares thatvote at our annual meeting. This 50% could easily be higher than the number of shares that would need to approve an item at a specialmeeting. Many companies provide that 10%
of shares can call a special shareholder meeting.
This proposal is also more important to Global Payments shareholders because we do not have a right to act by written consent. Manycompanies provide for shareholders to have both the right to call a special shareholder meeting and a right to act by written consent — wehave neither.
Plus Global Payments shareholders gave 42% support to a 2021 shareholder proposal to provide for a shareholder right to act by writtenconsent. This 42% may have represented 51% support from the shares that have access to independent proxy voting advice and are notforced to rely on biased management voting advice.
Special meetings allow shareholders to vote on important matters, such as electing new directors with special expertise or independence thatmay be lacking in our current or future directors as was the case with the 3 new Exxon directors supported by the Engine No. 1 hedge fund in2021.
Our management is best served by providing the means for 10% of shareholders, who have special expertise, to bring emerging opportunitiesor solutions to problems to the attention of management and all shareholders.
A reasonable shareholder right to call for a special shareholder meeting makes shareholder engagement meaningful. If management isinsincere in its shareholder engagement, a right for shareholders to call for a special meeting can make management think twice aboutinsincerity. It is important to remember that management can abruptly discontinue any shareholder engagement program if it fails to give mostlycheerleading support to management. A reasonable shareholder right to call for a special shareholder meeting will help curb such amanagement tendency.

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