GENERAL ELECTRIC COMPANY | Shareholder Proposal Requesting Right to Act by Written Consent at GENERAL ELECTRIC COMPANY

Status
Filed
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
GE
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders ask the Board to take the necessary steps to permit action by written consent of the holders of outstanding stock having at least the number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted.
Supporting statement
SUPPORTING STATEMENT: Written consents allow shareholders to approve corporate action without having to wait for an annual or special meeting to be scheduled, thereby saving time and resources while ensuring a critical year-round accountability tool for shareholders. Authorization by written consent has the same effect as actions approved at a meeting, but instead of a proxy vote on an action, shareholders sign and deliver to management written consents to the action. Giving shareholders the right to act by written consent is widely recognized as good governance. For example, Institutional Shareholder Services (ISS) has reported that an “inability to act via written consent can block potential benefits to shareholders.” It’s also said the ability to act by written consent can “enhance the rights of the company’s shareholders by affording them [a] means of acting in between annual meetings” and that adopting this right “is generally in shareholders’ best interests.” Similarly: Glass Lewis says it “strongly supports the right of shareholders to effect change at their portfolio companies including by acting by written consent,” BlackRock says that since “[s]hareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting” they “should have the right to solicit votes by written consent,” State Street says providing shareholders the right to act by written consent is appropriate, and Fidelity says it “generally will support proposals regarding shareholders’ right to act by written consent.” Further, just a small sample of major companies whose proxy statements have touted the fact that their shareholders can act by written consent includes JP Morgan Chase, Home Depot, Labcorp, Northrop Grumman, Mattel, Wendy’s, KraftHeinz, Motorola Solutions, Capital One, Ecolab, Walgreens Boots Alliance, Intuit, Cisco, Campbell Soup, Sysco, Oracle, and Apple. In New York—where GE is incorporated—the law by default authorizes shareholder action by written consent in lieu of a meeting—but unanimous consent is required. That means every shareholder must agree, which in a publicly traded corporation renders the right essentially impossible to exercise and, thus, useless. However, New York law also allows a company’s charter to specify a lesser threshold (so long as it’s not below the vote that would be required to approve the action at a meeting). Although GE doesn’t provide that option to its shareholders, it could—and should—take the steps necessary to do so. Thank you.

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