Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any restriction based on length of stock ownership.) This includes shareholder ability to initiate any appropriate topic for written consent.
Acting by written consent is all the more important at Visa due to the restricted right of Visa shareholders to call a special shareholder meeting. Currently all Visa shares held for less than one-year have no right to participate in calling for a special shareholder meeting.
If Visa finds itself in a future slump, Visa shareholders and potential Visa shareholders will not even consider acquiring more shares in order to act by written consent or in order or to call for a special shareholder meeting to incentivize a Visa turnaround, if they have to sit on their shares for one-year before taking action. A one-year delay makes no sense when a company urgently needs a turnaround. A slumping stock price demands a quick response before the window of opportunity passes. This is why Visa needs a shareholder right to act by written consent without forcing Visa shareholders sit on their shares for one-year in order to have any voice.
If one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting this is an incentive for Visa Directors to avoid a slump in the first place since the continued service of the certain Visa Directors could be terminated by written consent. This is a good incentive for the Visa Directors to have for the benefit of all Visa shareholders.
Acting by written consent is hardly ever used by shareholders but the main point of acting by written consent is that it gives shareholders at least significant standing to engage effectively with management.
Management will have an incentive to genuinely engage with shareholders, instead of stonewalling, if shareholders have a reasonable Plan B alternative of acting by written consent.
Management likes to claim that shareholders have multiple means to communicate with management but in most cases these means are as effective as mailing a post card to the CEO. A reasonable right to act by written consent is an important step for effective shareholder engagement with management.