Bio-Rad Laboratories Inc. | Give Each Share an Equal Vote at Bio-Rad Laboratories Inc.

Status
Filed
Previous AGM date
Resolution details
Company ticker
BUWA
Lead filer
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
Health Care
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors take the steps necessary to eventually enable all of our companys outstanding stock to have an equal one-vote per share in each voting situation. This would encompass all practicable steps including encouragement and negotiation with current and future shareholders, who have more than one vote per share, to request that they relinquish, for the common good of all shareholders, any preexisting rights, if necessary.
Supporting statement
Bio-Rad Laboratories has two classes of common stock with wildly different voting rights: Each share of Class A common stock is entitled to one-tenth of a vote, while each share of Class B common stock is entitled to one vote. Bio-Rad Laboratories officers & directors own 87% of Class B shares. It is an especially good time to consider equal voting rights for each share when Bio-Rad Laboratories stock is in a depression. Bio-Rad stock was at $832 in 2021 and fell to $297 in late 2025. Dual-class stocks tend to create an inferior class of shareholders and hand over power to a select few, who are then allowed to pass the financial risk onto others. With few constraints placed upon them, managers holding super-class stock can spin out of control. Families and senior managers can entrench themselves into the operations of the company, regardless of their abilities and performance. Dual-class structures may allow management to make bad decisions with few consequences. Hollinger International was a sad example of the negative effects of dual-class shares. Former CEO Conrad Black controlled all of the company's class-B shares, which gave him 73% of the voting power with only 30% of the equity. He ran the company as if he were the sole owner, exacting huge management fees, consulting payments and personal dividends. Hollinger's board of directors was filled with Black's friends who were unlikely to forcefully oppose his authority. Non-family Hollinger shareholders had almost no power to have any influence in terms of executive pay, acquisitions, board composition or poison pills. Hollinger's financial and share performance suffered under Black's control. The Council of Institutional Investors (CII) recommends a 7-year phase-out of dual class share offerings. The International Corporate Governance Network supports CII?s recommendation to require a time-based sunset clause for dual class shares to revert to a traditional one-share/one-vote structure in no more than 7-years.

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