At the annual meeting of stockholders held this week for three Delaware-incorporated issuers, amended and restated articles of incorporation were approved to provide for the phased-in declassification of the board of directors. Avery Dennison Corp. and Life Technologies Corp. also made corresponding amendments to restated bylaws, which are included as exhibits to the respective Form 8-K filings dated 4/29 and 4/28/11 (SEC file nos. 1-07685 and 0-25317).
First Niagara Financial Group, Inc. (0-23975) filed the restated articles with the Form 8-K dated April 27 that reports stockholder approval of the board declassification. Previously, First Niagara directors were elected for staggered terms of three years. In the declassification proposal presented in the Schedule 14A proxy statement filed March 21, the board indicates that it considered the corporate governance trend towards annual election of directors, as well as the view of many corporate governance experts and institutional shareholders that a classified board has the effect of insulating directors from a corporation’s stockholders.
Commencing with the First Niagara board class standing for election at the 2012 annual meeting, directors will stand for election for one-year terms, expiring at the next succeeding annual meeting of stockholders. The class of directors that stood for election at this year’s annual meeting for a term ending in 2014 and the class of directors whose term ends in 2013 will continue to hold office until the end of the terms for which they are elected and will stand for election for one year terms thereafter. Commencing in 2014, all directors will be elected on an annual basis.
Avery Dennison and Life Technologies also had three classes of directors with staggered three year terms. The proposals to phase out the board classification and gradually move to one year terms are presented in the proxy statements filed on 3/17 and 3/18/11, respectively.
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