Ionis Pharmaceuticals, Inc. | Adopt Proxy Access for Director Nominations at Ionis Pharmaceuticals, Inc.

Status
Filed
Previous AGM date
Resolution details
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Resolved clause
Resolved: Shareholders of Ionis Pharmaceuticals, Inc. ("Company") request that our board of directors initiate the steps necessary to adopt proxy access for director nominations by shareholders, consistent with the following principles: 1. Eligibility: Any shareholder, or group of shareholders, owning at least 3% of the Company's outstanding common stock continuously for at least three years should have the right to nominate and include in the Company's proxy materials director nominees constituting up to the greater of two nominees or 25% of the Board. 2. Nomination and Disclosure: Proxy access nomination procedures should include a reasonable window for submitting nominations that parallels management's proxy timeline.
Supporting statement
Shareholder nominees should be entitled to include in the Company?s proxy materials a supporting statement of up to 500 words supplied by the nominating shareholder(s), subject to the same anti-fraud and disclosure standards that apply to all proxy materials. Responding to a study finding that many directors do not want to monitor,1 Nell Minow observed: "This acknowledgment that directors see themselves as corporate cheerleaders instead of skeptics whose job is to push back, question, and insist on better is further proof that shareholders will need to support more Engine No.1-style challenges."2 We can improve accountability without risking a shift in control. Effective proxy access empowers long-term shareholders to nominate a small number of competing director candidates for the company?s ballot without the expense of a proxy solicitation by either side. This right is particularly important for shareholders who want to ensure that our Company's board and management refrain from practices that threaten the social and environmental systems on which diversified portfolios depend.3 With proxy access, such issues are more likely to be addressed. Competitive elections benefit everyone; proxy contests for control do not. Even if unexercised, the right of proxy access incentivizes our board to nominate directors with stronger qualifications. A CFA Institute analysis found proxy access would "benefit both the markets and corporate boardrooms, with little cost or disruption," raising U.S. market capitalization by up to $140.3 billion.4 Another study found an average 0.5% increase in shareholder value for firms targeted by proxy access.5 Shareholders, such as BlackRock and Vanguard, generally support proxy access rights. Forgoing standard group limits would allow shareholders with small holdings to join nominating groups and do the work that large passive owners are unlikely to undertake. Proxy access directors nominated by such groups may be able to monitor more effectively than typical outside directors and could bring additional benefits.6 Proxy access is particularly relevant for Ionis as it continues to transform its business toward a more independent commercialization strategy for its therapies, such as Tryngolza (olezarsen) and others in development. 1 https://corpgov.law.harvard.edu/2021/09/02/corporate-directors-implicit-theories-of-the-roles-and-duties-ofboards/ 2 https://valueedgeadvisors.com/2021/09/02/corporate-directors-say-its-not-their-job-to-monitor-ceo-studybloomberg/ 3 https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study-FINAL.pdf 4 https://www.cfainstitute.org/sites/default/files/-/media/documents/article/position-paper/proxy-access-in-unitedstates- revisiting-proposed-sec-rule.pdf 5 https://ssrn.com/abstract=2635695 6 https://www.aspeninstitute.org/publications/new-corporate-boardroom/, https://www.corpgov.net/2025/02/reviving-proxy-access-a-collaborative-strategy-for-corporate-governancereform/

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