Summary
Schering-Plough Corporation (which merged with Merck & Co. in 2009) filed this 8-K report on March 4, 2008, primarily to disclose amendments to its By-laws. The key change is the adoption of a "Majority Vote Resignation Policy for Directors" that applies to uncontested director elections. Under this policy, if a director nominee does not receive a majority of the votes cast in an uncontested election, they must offer their resignation to the Nominating and Corporate Governance Committee. The committee will then recommend whether the Board should accept the resignation, considering factors like the reasons for withheld votes and the director's qualifications. Importantly, this majority voting policy has a carve-out for contested elections, meaning it will not apply if the number of director nominees exceeds the number of seats available. In such cases, the nominees receiving a plurality of votes will be elected. This amendment aims to enhance director accountability to shareholders while ensuring flexibility in contested situations. The full text of the Amended and Restated By-laws is filed as an exhibit.
Key Highlights
- 1Schering-Plough Corporation amended its By-laws on February 29, 2008.
- 2A new "Majority Vote Resignation Policy for Directors" was adopted.
- 3The policy requires directors in uncontested elections to offer resignation if they do not receive majority shareholder support.
- 4The Nominating and Corporate Governance Committee will review resignation offers and make a recommendation to the Board.
- 5The policy excludes contested elections where the number of nominees exceeds available seats.
- 6In contested elections, directors will be elected by a plurality of votes.
- 7The amendments do not require shareholder approval.