WEC ENERGY GROUP, INC. | Simple majority vote at WEC ENERGY GROUP, INC.

Status
40.86% votes in favour
AGM date
Proposal number
6
Resolution details
Company ticker
WEC
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
Utilities
Company HQ country
United States
Resolved clause
Shareholders request that our Board of Director take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) 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. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English. This proposal won 95% support from the shares that voted for or against at the 2024 WEC Energy annual meeting as an advisory proposal. However in order to adopt the 2024 proposal as a binding proposal it needs 80% approval from all shares outstanding due to the archaic and undemocratic rules in the WEC governing documents. Based on 95% support would not seem to be a problem except that only 77% of WEC shares outstanding cast ballots at the 2024 annual meeting. It is expected that WEC will put a binding proposal in the 2025 annual meeting proxy seeking 80% approval from all shares outstanding so that this proposal topic can finally be adopted. However the 2025 proposal will just be a ghost proposal unless WEC seeks a greater shareholder vote turnout than took place at the 2024 annual meeting. Thus in order to determine whether the WEC Board is really serious about adopting this important proposal topic and responding to 95% shareholder approval it would be useful to shareholders for the Board of Directors to prepare a detailed report, omitting proprietary data, on the Board of Directors' expenses to proxy solicitors and other vendors to obtain the challenging 80% approval requirement from all shares outstanding on this important proposal topic when less than 80% of WEC shares typically cast ballots. This report need not be prepared if each next WEC Board of Directors proposal on this important topic receive the required 80% vote. At least a preliminary report shall be included with the Item 5.07 filing within 4-days of the annual meeting and a final report shall be included in an Item 5.07 filing within 30-days of the annual meeting. WEC's supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance.

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