Post Holdings Inc | Eliminate All Supermajority Voting Requirements at Post Holdings Inc

Status
59.31% votes in favour
AGM date
Previous AGM date
Proposal number
7
Resolution details
Company ticker
POST
Lead filer
The Accountability Board
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 Staples
Company HQ country
United States
Resolved clause
Shareholders request that our board take the steps necessary so that any voting requirement in our governing documents that calls for a greater
than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in
compliance with applicable laws. In the limited instances where state law calls for a specific voting standard greater than a majority of the voted shares, the
proposal should be interpreted to request the closest standard to a majority of the voted shares that complies with such law.
Supporting statement
Post’s governing documents include several “supermajority” voting requirements, ranging from two-thirds of all outstanding shares to amend certain directorinsulating provisions of the company’s articles to an ultra-high 85% of outstanding shares for actions relating to mergers.
We view this as highly problematic, especially since supermajority requirements can be used to block initiatives supported by most shareholders but opposed
by a status quo management. If action is good for the corporation and shareholder value, then the Board should be able to make its case to shareholders and
seek majority approval; if it cannot, then it shouldn’t be able to proceed unilaterally. Thus, we believe all matters permitted by law to be approved via simple
(not super) majority should be presented to shareholders without heightened barriers.
As BlackRock says, supermajority vote provisions to amend bylaws “may not be in the best interests of shareholders over the long-term” and it “will generally
support the reduction or the elimination of supermajority voting requirements.”
Similarly, Vanguard Group’s proxy voting policy for U.S. portfolio companies includes a guideline to “generally vote...for proposals to reduce or eliminate
[supermajority vote requirements].”
Institutional Shareholder Services (ISS) says supermajority requirements “could lock in provisions that may not be in shareholders’ best interests and may
prevent future shareholders from effecting change” and calls them “materially adverse to shareholder rights.”
And Glass Lewis says “supermajority vote requirements impede shareholder action on ballot items critical to shareholder interests” and that “a supermajority
standard can enable a small group of shareholders to overrule the will of the majority shareholders.” It concludes that “a simple majority is appropriate to
approve all matters presented to shareholders.”
Given the broad-ranging support for simple majority voting requirements, it’s perhaps unsurprising that proposals on this topic have passed in landslide votes
at other companies. As just ten examples, supermajority proposals filed by shareholders but opposed by management have passed at Tesla, McDonald’s,
Staples, Netflix, SpartanNash, Kellogg, Hess, UNFI, FirstEnergy, and Walgreen’s—achieving approval from approximately 75% of the voted shares, on
average. At some of these companies, votes have exceeded 90%.
Based on the foregoing, we believe support for this request is clearly warranted. Thank you.

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