In a letter to Airgas stockholders, Teamsters General Secretary-Treasurer Ken Hall is urging shareholders to withhold support for all three independent directors standing for re-election at the company’s Annual Meeting on August 4, 2015, in Philadelphia.
The independent directors are James Hovey, Paula Sneed and David Stout.
“These long-tenured directors, who each joined the board in 1999, and serve together on the board’s Governance and Compensation Committee, have failed to implement a proposal to declassify the board of directors despite strong majority support from shareholders over the past three years,” the letter reads.
Currently, the Airgas Board is divided into three classes of directors serving staggered three-year terms. An individual director faces election only once every three years, and shareholders may vote on roughly one-third of the board each year. To declassify or de-stagger the board would provide for annual elections of all directors.
Shareholder votes over the past three years to de-stagger the Airgas board represent support from a majority of voting shareholders as well as of all outstanding shares.
In 2014, the proposal won 72% of shares cast or 63% of total outstanding shares. In 2013, the proposal received 58% support of shares cast, representing 50.1% of total outstanding shares. In 2012, the proposal secured 64% support of shares cast, representing 56% of total shares outstanding.
“We intend to hold Airgas and its board of directors accountable,” Hall said. “We encourage all Airgas shareholders to join us by withholding support for the re-election of James Hovey, Paula Sneed and David Stout and send the message that the time for reform at Airgas is now.”
The country’s largest proxy voting advisor, Institutional Shareholder Services (ISS), recommended shareholders withhold support from directors standing for election both in 2013 and 2014, due to the directors’ failure to protect investor interests by de-staggering the board. ISS called the board’s inaction a “material failure of governance.” ISS has not yet issued its 2015 recommendations for Airgas director elections.
To read the letter to Airgas shareholders, go to: http://ibt.io/19761.