This proposal topic won 46% support at the 2021 Home Depot annual meeting.
Currently it takes the formal backing 35% of the shares, that cast ballots at our annual meeting, to do so little as request a record date for written consent.
Plus any action taken by written consent would still need more than our 73% supermajority approval from the shares that normally cast ballots at the annual meeting. This 73%-vote requirement gives substantial supermajority protection to management that will remain unchanged.
Enabling 10% of shares to apply for a record date for written consent makes sense because scores of companies do not even require 01% of stock ownership to do so little as request a record date.
Taking action by written consent is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director. For instance shareholders might determine that a director out of his element is in need of replacement. For instance shareholders might consider that the Home Depot Lead Director, Mr. Gregory Brenneman, needs replacing.
Mr. Brenneman violates the most important attribute of a Lead Director – independence. As director tenure goes up director independence goes down. Mr. Brenneman has 23-years long director tenure at Home Depot. 23-years director means that the skills Mr. Brenneman had 23-years ago, and his intervening skills, may no longer be relevant to Home Depot.
Plus Mr. Brenneman seems satisfied with a de minimis role for a Home Depot Lead Director with hardly any exclusive powers. According to the Home Depot proxy the Lead Director shares most of the following responsibilities:
•Is one of the persons who works with management to determine the information and materials provided to directors.
•Is one of the persons who okays, but does not initiate, Board meeting agendas.
•Is one of the persons who consults with the Chairman on other matters.
•Is one of the persons who has the authority to call meetings of the independent directors.
•Is one of the persons who serves as liaison between the Chairman and the independent directors.
When the Lead Director shares roles with others it means that the Lead Director may need to do little or nothing in those roles in a given year.
Please vote for this proposal so that shareholders at least have a realistic power to replace a Lead Director by acting by written consent. Merely having such a power might induce the Board to adopt a real Lead Director role or a requirement for an independent Board Chairman.