NVR, Inc. | Right of Shareholders to Call Special Meetings at NVR, Inc.

Status
Filed
Previous AGM date
Resolution details
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 HQ country
United States
Resolved clause
RESOLVED : Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting.
Supporting statement
It is especially important to enable 10% of NVR shares to call for a special shareholder meeting because NVR disqualifies all NVR shares owned for less than one continuous year from calling for a special shareholder meeting. Thus NVR has in effect a poison pill against any activist group that may wish to acquire a significant amount of NVR stock from ever doing so because the group would have to sit on its NVR shares for a full year with no hope of calling for a special shareholder meeting any earlier. This means that if NVR fails to perform NVR directors and management have little incentive to improve because they have a poison pill against an activist group calling for a special shareholder meeting to improve NVR performance. To guard against the NVR Board of Directors becoming complacent shareholders need an improved ability to call a special shareholder meeting to help the Board adopt new strategies when the need arises. An improved shareholder right to call for a special shareholder meeting, as called for in this proposal, can help make shareholder engagement meaningful. A shareholder right to call for an online special shareholder meeting will help ensure that the NVR Board and management engages with shareholders in good faith because shareholders will have a viable Plan B by calling for an online special shareholder meeting. Any argument that a special shareholder meeting is too cumbersome has little validity. In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are soon

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