COLUMBIA SPORTSWEAR COMPANY | Share Aggregation to Facilitate Shareholder Proxy Access at COLUMBIA SPORTSWEAR COMPANY

Status
Filed
Previous AGM date
Resolution details
Company ticker
COLM
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
Consumer Discretionary
Company HQ country
United States
Resolved clause
Resolved: Shareholders of Columbia Sportswear Company ("Company") request that our board of directors take the steps necessary to enable shareholders, without group limits, to aggregate their shares to equal 3% of Company stock owned continuously for 3 years to facilitate shareholder proxy access with the following considerations:
Supporting statement
of up to 500 words supplied by the nominating shareholder(s). Such statement shall be included in substantially the same manner as shareholder-proposal s under SEC Rule 14a-8, subject to the same anti-fraud and disclosure standards as all proxy materials. Effective proxy access would enable shareholders to nominate a small proportion of competing director candidates on the company ballot. This right improves accountability without risking a shift in control. 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.1 With proxy access, such issues are more likely to be addressed. Additionally, proxy access can avoid the expense of soliciting votes for both sides. Competitive elections benefit everyone; proxy contests for control do not. Even if not exercised, this right incentivizes our board to nominate directors with stronger qualifications, thereby reducing the likelihood of exercising it. 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.2 Another study found an average 0.5% increase in shareholder value for firms targeted by proxy access.3 Shareholders, including large ones, such as BlackRock and Vanguard, generally support proxy access rights. In response to a study finding that many directors do not want to monitor,4 corporate governance expert 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."5 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 1 https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study-FINAL.pdf 2 https://www.cfainstitute.org/sites/default/files/-/media/documents/article/position-paper/proxy-access-in-united-states-revisiting-proposed-sec-rule.pdf 3 https://ssrn.com/abstract=2635695 4 https://corpgov.law.harvard.edu/2021/09/02/corporate-directors-implicit-theories-of-the-roles-and-duties-of-boards/ 5 https://valueedgeadvisors.com/2021/09/02/corporate-directors-say-its-not-their-job-to-monitor-ceo-study-bloomberg/ 6 https://www.aspeninstitute.org/publications/new-corporate-boardroom/

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