DELTA AIR LINES, INC. | Cumulative voting for director elections at DELTA AIR LINES, INC.

Status
Filed
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
DAL:US
Lead filer
National Legal and Policy Center
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
The stockholders of Delta Air Lines, Inc. (the “Company”) request that the Board of Directors take all necessary steps, in compliance with applicable law, to adopt cumulative voting for the election of directors. This includes adopting a resolution to amend the Company’s Certificate of Incorporation and/or Bylaws to expressly provide that, for the election of directors, each shareholder shall be entitled to cast as many votes as equal the number of shares held by such shareholder multiplied by the number of directors to be elected, and that such shareholder may cast all such votes for a single nominee or distribute them among two or more nominees as they see fit.
Supporting statement
Cumulative voting is a critical shareholder right that serves as a safeguard for board accountability. Under the current “majority” or “plurality” voting system, a shareholder group holding 51% of the shares can elect 100% of the Board of Directors, leaving the remaining 49% of shareholders without a single representative in the boardroom. Cumulative voting allows minority shareholders to allocate their votes more flexibly. By grouping their votes for a single nominee, minority investors—who may include employees, small individual investors, or pension funds—can elect a director who brings a diverse, independent perspective to the Board. Benefits of Cumulative Voting: > Encourages Board Diversity: It allows for the election of directors with specialized expertise or viewpoints that may differ from the prevailing management consensus. > Enhances Accountability: A director elected by minority shareholders can act as an independent watchdog, ensuring that difficult questions are asked during Board deliberations. > Supported by Governance Experts: Many corporate governance advocates believe that cumulative voting is an essential tool for ensuring that the Board is truly representative of all shareholder interests, not just the majority. (1)(2) We believe that Delta Air Lines, Inc. would benefit from a voting structure that encourages broader shareholder representation. Therefore, please vote FOR this proposal. (1) https://scholarship.law.columbia.edu/cgi/viewcontent.cgi?params=/context/faculty_scholarship/article/1071/&path_info=Gordon_Institutions_as_Relational_Investors.pdf (2) https://archive.fairvote.org/?page=2524

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