Preparando las propuestas de la Junta General de Accionistas (JGA) 2017 de Tesla nos encontramos la siguiente perla. Interesante el modo en que el accionista y la dirección argumentan: (resultado de la votación al final)
STOCKHOLDER PROPOSAL REGARDING DECLASSIFICATION OF THE BOARD OF DIRECTORS
In accordance with SEC rules, we have set forth below a stockholder proposal from the Connecticut Retirement Plans and Trust Fund (“CRPTF”), along with a supporting statement of the proponent, in each case exactly as submitted by the proponent. CRPTF has notified us that it is the beneficial owner of 45,567 shares of the Company’s common stock and intends to present the following proposal at the 2017 Annual Meeting. The address for CRPTF’s principal fiduciary, the State Treasurer of the State of Connecticut, is 55 Elm Street, Hartford, Connecticut 06106-1773. The stockholder proposal will be required to be voted upon at the 2017 Annual Meeting only if properly presented.
Stockholder Proposal and Supporting Statement
Resolved, that shareholders of Tesla Motors, Inc. [sic] (“Tesla”) urge the board of directors to take the necessary steps (excluding those steps that must be taken by shareholders) to eliminate the classification of Tesla’s board and to require that all directors stand for election annually. The declassification should be completed in a manner that does not affect the unexpired terms of directors.
We believe the election of directors is the most powerful way shareholders influence Tesla’s strategic direction. Currently, the board is divided into three classes and each class serves staggered three-year terms. Because of this structure, shareholders may only vote on roughly one-third of the directors each year.
The staggered term structure of Telsa’s [sic] board is not in the best interest of shareholders because it reduces accountability and is an unnecessary anti-takeover device. Shareholders should have the opportunity to vote on the performance of the entire Board of Directors each year. Such annual accountability serves to keep directors closely focused on the performance of top executives and on increasing shareholder value.
Academic studies provide evidence that classified boards harm shareholders. A 2004 Harvard study by Lucian Bebchuk and Alma Cohen found that staggered boards are associated with a lower firm value (as measured by Tobin’s Q) and found evidence that staggered boards may contribute to, not merely reflect, that lower value.
Many shareholders appear to agree with these concerns. From 2012 through 2016, proposals to declassify the board were supported by, on average, between 77 and 81 % of shares voted. (Georgeson, 2016 Annual Corporate Governance Review at page 23 (http://www.computershare-na.com/sharedweb/georgeson/acgr/acgr2016.pdf)) During the same period, management at 205 companies sought shareholder approval for proposals to declassify their boards. (Id. at page 54.)
Fostering greater accountability to shareholders is particularly important at Tesla in light of the conflicts of interest we believe plague Tesla’s board. Tesla founder and CEO Elon Musk also serves as Tesla’s board chair. The lead independent director of Tesla’s board, Antonio Gracias, serves on the board of SpaceX, also led by Musk, and served on the board of SolarCity, another Musk-founded firm that was recently acquired by Tesla. (See Tesla 2016 Proxy Statement, at page 10) Gracias is the CEO and majority owner of a limited partnership in which both Musk and his brother are limited partners. (Id. at page 17) In our view, these relationships call into question Gracias’ ability to effectively lead the board in its monitoring responsibilities, including its oversight of Musk.
We urge shareholders to support this proposal.
Opposing Statement of the Board
The Board of Directors has considered this proposal and has determined that it would not serve the best interests of the Company or its stockholders, for the reasons stated below.
The Company’s mission, which is to accelerate the world’s transition to sustainable energy, requires particularly long-term strategic planning by our Board. By providing directors with staggered three-year terms, our current Board structure allows our directors to maximize the interests of the Company and our stockholders over the long-term, without being distracted by special interests that seek only short-term returns.
Our staggered Board structure has facilitated a number of key decisions which might have appeared counter-intuitive to some, but which have set up the Company to achieve long-term success. Some examples include the Company’s decisions to (a) manufacture all-electric vehicles (EVs) from the ground up rather than being a mere supplier of EV components, (b) establish an international network of our own stores, service centers and Supercharger stations despite regulatory hurdles and the significant capital outlay required to do so, (c) build Gigafactory 1, the largest lithium-ion battery factory in the world, so that we can scale most effectively, and (d) acquire SolarCity so that we could create the world’s first and only vertically integrated sustainable energy company.
These and other similar decisions were made with a long-term focus and might not have happened if our directors were not afforded time to oversee and guide their implementation and execution. Ultimately, decisions like these are what differentiate Tesla from other companies and are a significant reason why the Company’s stock price has increased by more than 700% in the last five years.
Additionally, like other fast-growing technology companies that are similar to Tesla, the Company is still at a point in its development where we may experience significant short-term swings in the price of our stock that are unrelated or disproportionate to our long-term prospects. A staggered board structure reduces the risk of hostile and potentially abusive takeover tactics that seek to divert us from our long-term mission.
T HE B OARD OF D IRECTORS R ECOMMENDS A V OTE AGAINST THE S TOCKHOLDER P ROPOSAL R EGARDING D ECLASSIFICATION OF THE B OARD .
Fuente en este link.
Por cierto, hasta el 6 de junio no sabremos cómo acaba la votación.—> Resultado en link: SEC-ABEA-4CW8X0-1564590-17-12264