Canadian Imperial Bank of Commerce | Improving Shareholder Participation in Annual General Meetings (AGMs) at Canadian Imperial Bank of Commerce

Status
Filed
AGM date
Previous AGM date
Proposal number
1
Resolution details
Company ticker
CM:CN
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
Financials
Company HQ country
Canada
Resolved clause
It is proposed that the board of directors take the following actions to protect the organization and prevent risks related to the disengagement of investors, who are often individual retail shareholders: 1. Improving the voting experience • Work in collaboration with transfer agents to simplify the voting process and make it more accessible, including the voting process at meetings (virtual or in person) and the proxy voting process; • Provide interactive guides and informative videos to demystify the issues on the agenda; • Use personalized reminders or gentle incentives to encourage voting. 2. Modernizing communications • Make communications clearer, more appealing, and tailored to individual retail shareholders; • Fast-track the adoption of technological solutions (simplified electronic voting); • Optimize online voting platforms to make them more user-friendly on mobile devices; • Improve shareholder access to information for those less familiar with digital technologies (paper newsletters, helplines, etc.). 3. Issue-specific and intergenerational engagement i. ii. • Integrate strategic or societal issues likely to generate greater interest among young investors (climate, inclusion, AI, etc.); • Highlight shareholder proposals and corporate governance issues in a plain-language format. 4. Documentation of participation • Disclose in a dedicated section of the proxy circular, with summary table, detailed information on meeting attendance (in person and virtual, broken down), from a multi-year historical perspective (at least from pre-COVID), including, where possible: the number of votes cast in absolute terms (and not just as a percentage); the quorum; iii. the number of outstanding voting shares (broken down by class, including multiple voting shares); iv. the number of shareholders present (individuals and legal entities, objecting beneficial owners and non-objecting beneficial owners); and v. the number of proxy holders (natural persons) representing them
Supporting statement
The gradual decline in shareholder participation, particularly among individual retail shareholders, raises several questions, particularly regarding its causes. A continuous downward trend, observed over several years, is well documented. A concerning observation: Data from the Broadridge Proxy Pulse Canada1 review reveals: Voting Participation by Segment 84.0% 32.1% 84.5% 30.8% 82.2% 8 29.4% 2.2% 29.4% 29.6% 80.1% 2019 2020 2021 2022 2023 Retail Institutional 101 CIBC PROXY CIRCULAR Shareholder Proposals In 2025, Transat A.T. Inc. was forced to adjourn its annual meeting due to lack of quorum. Such an incident, when widely publicized,2 creates uncertainty in the market and causes concern among interested parties (stakeholders). Several TSX-V mining companies are facing similar situations. By encouraging participation by small shareholders, the Bank will strengthen its democratic legitimacy, enhance the quality of its dialogue with all its securityholders and assert its position as a leader in modern and inclusive corporate governance. 1 https://www.broadridge.com/_assets/pdf/broadridge-proxypulse-2023-proxy-season-review.pdf 2 https://ici.radio-canada.ca/nouvelle/2161434/assemblee-transat-interrompue-quorum-insuffisant (in French only)

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