With the 2006 proxy season approaching, I thought it made sense to inform you of a few shareholder proposals that are cropping up on our radar screen:
WHEREAS the directors are charged with acting in the best interests of the corporation, be it resolved that the shareholders request the Board declare itself a “Moron-Free” zone, and institute a good old-fashioned stoning for poor business judgment.
WHEREAS the Company does not explicitly prohibit discrimination based on shoe size, the shareholders request the Board amend its written Equal Employment Opportunity Policy to explicitly prohibit discrimination based on shoe size, shoe color, shoe odor, or other shoe attributes.
WHEREAS statistics document that the vast majority of painful animal experiments are conducted to satisfy outdated, government-mandated testing requirements, the shareholders request the Board to commit to ending animal testing within five years. Furthermore, since non-animal tests are generally less expensive and more rapid than animal-based tests, the shareholders request that all future experiments be conducted on members of the board of directors, preferably on film.
WHEREAS studies demonstrate that performance-based compensation packages yield more successful enterprises, the shareholders request that future stock option grants to senior executives be tied to either (1) their ability to do 30 sit-ups and 30 push-ups in one minute; or (2) their successful staging of an elaborate musical comedy based on the Company’s product instruction manuals.
WHEREAS the Company has a history of electing directors by plurality, the shareholders request that the Board amend its bylaws to provide that director nominees shall be elected through a beauty contest. Competition would include evening wear and bathing suit parade. In the event of a tie, a hockey-style shoot-out would be held (preferably while directors are still wearing their bathing suits).
WHEREAS the Company’s core manufacturing byproducts include radioactively hot irradiated fuel rods that endanger the environment, the shareholders request that the Board immediately explore ways to convert those dangerous hazards into a safe, tasty dessert topping.
WHEREAS the Financial Accounting Standards Board now requires the Company to expense stock options, the shareholders request that the Board conduct a sixth-month study on whether it would be helpful to dump radioactively hot irradiated fuel rods on FASB headquarters.
WHEREAS the Clay Molding Workers’ Pension Fund is discouraged by the Company’s repeated refusal to use clay in its manufacturing processes, the Fund urges the board to amend the auto insurance policies of directors so that said directors are no longer covered against flying pieces of clay, which may or may not be hurled by Fund members.
WHEREAS studies have proven that humans are basically evil, and whereas the Company’s employees are hence evil, the shareholders request that the Board avoid future ethical violations by firing all employees and instead manufacturing products with self-monitoring robotic drones dynamically generated from environmentally friendly algae, or something like that.
WHEREAS the Company’s code of conduct notes that the Company “accepts the responsibilities of global citizenship,” the shareholders request that the Board no longer sell products to any company or government that might do anything evil with those products. Further, since all consumers of the Company’s products are inherently evil (see proposal above), the shareholders urge the Board to simply fold its operations and convert all factories into magical happy places that make rainbows.
This column solely reflects the views of its author, and should not be regarded as legal advice. It is for general information and discussion only, and is not a full analysis of the matters presented.
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