What is the main change in how directors are elected?

The primary change is that in uncontested elections, directors will now need to receive a majority of the votes cast to be elected, instead of just the plurality (more votes than any other candidate).

What happens if a director doesn't receive a majority of votes in an uncontested election?

If a nominee who is already a director fails to be elected by a majority of votes cast in an uncontested election, they must promptly tender their resignation to the Board. The Board, upon recommendation from its Nominating and Governance Committee, will then decide whether to accept the resignation and will publicly disclose its decision and reasoning.

Are there new requirements for shareholders who want to nominate directors or propose business?

Yes, the By-Laws were amended to require stockholders submitting nominations or proposals to provide more comprehensive information. This includes a signed questionnaire detailing potential conflicts of interest, special interests, and eligibility to serve as an independent director, as well as an agreement to abide by the resignation provisions and other company policies.

When do these By-Law changes take effect?

The By-Law amendments are effective as of November 28, 2006.

AMP 8-K: Corporate Changes

Summary

This 8-K filing from Ameriprise Financial, Inc. (AMP) on December 1, 2006, announces significant amendments to the company's By-Laws, primarily impacting the election of directors. Effective November 28, 2006, uncontested director elections will now require a majority of votes cast, a shift from the previous plurality standard. This change signifies a move towards increased shareholder accountability for directors. Furthermore, the amendments introduce a "majority vote" provision with a resignation requirement for directors who fail to secure majority support in an uncontested election. This means such directors must tender their resignation, which the Board will then review and publicly address within 90 days. Additional requirements for stockholder nominations and proposals have also been implemented, including more detailed disclosures on potential conflicts of interest and special interests of nominees.

Key Highlights

1Ameriprise Financial, Inc. amended its By-Laws on November 28, 2006.
2Director elections in uncontested situations will now require a majority of votes cast, not just a plurality.
3A mechanism is in place for directors failing to receive a majority vote in uncontested elections to tender their resignation.
4The Board of Directors will review tendered resignations and publicly disclose their decision and rationale.
5Stricter disclosure requirements are now in place for stockholder nominations and proposals, focusing on conflicts of interest.
6The amendments are intended to enhance corporate governance and shareholder engagement.

AMERIPRISE FINANCIAL INC 8-K Report, Bylaw Amendment (Dec 1, 2006)

Summary

Key Highlights

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