Corporate Governance Shareholder Rights & Activism 2

Question 1

What does 'cumulative voting' allow shareholders to do?

Accepted Answer

Concentrate all votes on a single director candidate to elect minority representation

Answer

Cast multiple votes per share proportional to dividends received

Answer

Vote on executive compensation on a cumulative multi-year basis

Answer

Pool votes across multiple share classes to elect independent directors

Question 2

Which proxy advisory firm is most widely used by institutional investors in the US?

Accepted Answer

Institutional Shareholder Services (ISS)

Answer

Glass Lewis

Answer

Egan-Jones

Answer

MSCI

Question 3

What is a 'consent solicitation' in corporate governance?

Accepted Answer

A process allowing shareholders to act by written consent without a formal meeting

Answer

A request for board approval of a major acquisition

Answer

An SEC investigation into proxy disclosures

Answer

A vote conducted entirely by digital proxy

Question 4

What is the purpose of a 'majority voting' standard for director elections?

Accepted Answer

Requiring directors to receive more than 50% of votes cast to be elected

Answer

Requiring unanimous board approval for director nominations

Answer

Mandating shareholder approval for all executive hires

Answer

Requiring a supermajority of shareholders to remove a director

Question 5

What is a 'dual-class share structure'?

Accepted Answer

A capital structure where certain shares carry more voting rights than others

Answer

A requirement to issue both common and preferred stock simultaneously

Answer

A board structure with two separate classes of directors

Answer

A system where voting rights are tied to dividend payments

Question 6

Under SEC Rule 14a-8, what is the minimum ownership threshold for a shareholder to submit a proposal for inclusion in the proxy?

Accepted Answer

$2,000 worth of shares held for at least three years

Answer

1% of outstanding shares held for at least one year

Answer

$25,000 worth of shares held for at least one year

Answer

5% of outstanding shares held for at least six months