Corporate Governance Highlights

Governance Highlights

We were one of the original signatories to the Commonsense Corporate Governance Principles 2.0, which are intended to provide a basic framework for sound, long-term oriented governance, and our governance practices also comply with the Investor Stewardship Group (ISG) Corporate Governance Principles for U.S. Listed Companies. Our governance highlights include:


  • Entirely independent Board other than the Chairman
  • Strong and engaged independent Lead Director 
  • Entirely independent committees
  • Annual review of Board leadership structure
  • Annual Board and Committee evaluations
  • Demonstrated commitment to Board refreshment
  • Regular executive sessions of independent directors
  • Meaningful director stock ownership guidelines
  • Policy against “overboarding”
  • Retirement policy
  • Regular review of Committee Charters and Governance Guidelines
  • Access to officers and employees


  • One class of voting stock
  • One share, one vote
  • Annual election of directors
  • Majority voting for directors in uncontested election
  • Mandatory tender of resignation if majority vote not received in uncontested election
  • Proactive, year-round stockholder engagement
  • No supermajority voting requirements
  • Market-standard proxy access
  • Right to call a special meeting
  • Right to amend Bylaw
  • No poison pill