Synopsys, Inc. | Shareholder Right to Act by Written Consent at Synopsys, Inc.

Status
Filed
AGM date
Proposal number
5
Resolution details
Company ticker
SNPS
Lead filer
John Chevedden
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 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 discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
Synopsys shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for Synopsys shareholders to call a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting - yet Synopsys made the threshold 15% of shareholders and then discriminated against Synopsys shareholders who owned their stock for less than one continuous year by excluding them from this important shareholder right. If Synopsys finds itself in a future slump, Synopsys shareholders and potential Synopsys shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting in order to incentivize a turnaround, if they have to sit on their shares for one-year to call for a special shareholder meeting. A one-year holding period makes no sense. A slumping stock price demands a quick response before the window of opportunity passes. This is why Synopsys needs a shareholder right to act by written consent without forcing Synopsys shareholders to first hold their shares for one-year. 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 Synopsys Directors to avoid a slump in the first place since the continued service of the certain Synopsys Directors could be terminated by written consent. This is a good incentive for the Synopsys Directors to have for the benefit of all Synopsys 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 greater 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 letter to the CEO. A reasonable right to act by written consent is an important step for effective shareholder engagement with management. Please vote yes: Shareholder Right to Act by Written Consent – Proposal 5

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.