Synopsys, Inc. | Improved Shareholder Right to Call a Special Meeting at Synopsys, Inc.

Status
50.00% votes in favour
AGM date
Proposal number
6
Resolution details
Company ticker
SNPS
Lead filer
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
Technology
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 regardless of length of stock ownership.
Supporting statement
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 regardless of length of stock ownership. One of the main purposes of this proposal is to give 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. Although now it theoretically takes 20% of all shares to call for a special shareholder meeting, this translates into 24% of the Synopsys shares that typically vote at the annual meeting. It would be hopeless to think that the shares that do not have time to vote at the annual meeting would have the time to take the special procedural steps to call for a special shareholder meeting. Plus the 24% of shares that vote at the annual meeting could determine that they own 48% of shares when their shares not held for a full continuous year are included. Shares that are not held for a full continuous year are 100% excluded form formal participation in the call for a special shareholder meeting even though shareholders have a solid ownership stake in those shares.
A realistic 48% stock ownership requirement to call a special shareholder meeting is a strong deterrent against shareholders even taking the first small step to call for a special shareholder meeting. Any potential calling for a special shareholder is thus killed in the crib by excluding all shares not owned for a full continuous year. This proposal topic won 44% support at the 2021 Synopsys annual meeting. The 44%-support was understated because the Board cheated by sending a misleading special message to shareholders shortly before the annual meeting that focused solely on opposing the 2021 shareholder proposal on this same topic. In the misleading special message the Synopsys Board said that 91% of Synopsys stock was held by institutions and 95% of these institutions had owned Synopsys stock for at lease one-year. If one multiples .91 times .95 this equals .86. This would seem to indicate that 86% of SNPS total shares are held by institutions for at least one year. But if one reads this closely the Synopsys Board only said that the institutions owned some Synopsys stock (no% of ownership given) for at least one year. Thus if 50% of the institutions stock was held for a year the equation would be .91 times .95 times .50 which equals .43 . To the contrary this would indicate that only 43% of SNPS total shares are held by institutions for at least one year.

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