Assurant, Inc. | Right To Act By Written Consent at Assurant, Inc.

Status
Filed
Previous AGM date
Resolution details
Company ticker
AIZ
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
Financials
Company HQ country
United States
Resolved clause
RESOLVED : 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 unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
Assurant (AIZ) shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for AIZ shareholders to call for a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call for a special shareholder meeting ? yet AIZ made the threshold 25% of shareholders based on all shares outstanding. It is not believed that any company from a pool of 3000 companies have held a special shareholder meeting called for by shareholders in the past decade, indicating that 25% is too high. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when AIZ underperforms. The following challenging 2025 news reports on AIZ make it more important to adopt this proposal without delay: The adjusted EBITDA loss for the Corporate & Other segment was wider than expected in Q3 2025 ($31 million loss versus the $28 million consensus estimate), primarily due to lower investment income. AIZ anticipated approximately $15 million in strategic investments during 2025, which would impact short-term profitability. AIZ said that foreign exchange rates would be unfavorable for the year, potentially affecting global lifestyle results. AIZ said that it faces ongoing inflationary pressures across the industry, which could impact future performance. AIZ acknowledged the need to monitor market dynamics, such as the potential softening of the broader homeowner's market. AIZ highlighted general risks such as potential macroeconomic pressures impacting consumer spending, regulatory changes in the insurance industry, fluctuations in reinsurance markets, and potential supply chain disruptions. The first quarter of 2025 saw a significant decrease in Adjusted EBITDA compared to the prior year due to $143 million of higher pre-tax reportable catastrophes, including substantial losses from California wildfires.

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