
As proxy season approaches, I have begun to think about how a shareholder might tackle this year’s proxy season. In this post, I suggest that, when voting on the most common item found in a proxy, namely the election of directors, he or she might consider the following 5 reasons to vote against a director.
First, I think it’s important to note that figuring out reasons to vote against a director is an important point. That’s because, if a shareholder does nothing, until recently the default vote is one in favor of the directors. While this rule will change this year, since only a plurality of voters need to support the director candidates in an uncontested election, one vote should pretty much do it.
So here goes. My five reasons to vote against a director.


