Toshiba Corporation (TOKYO: 6502) today announced that Institutional Shareholder Services Inc. (“ISS”), the leading independent proxy advisory firm, has recommended that shareholders vote for all 12 of Toshiba’s highly-qualified director nominees at the Company’s Ordinary General Meeting of Shareholders for the 181st Fiscal Period, to be held on July 31, 2020.
As ISS stated in its independent report1: “…our analysis and engagement with the company suggest that the recently reconstituted board is appropriately focused on the key issues impacting Toshiba. As such, additional change at the board level does not appear necessary.”
Toshiba's Board of Directors stated, “We are pleased ISS has recommended that Toshiba shareholders vote for all of our highly-qualified and experienced Directors. ISS’ support further validates the progress that we made last year to refresh our Board with shareholder input and our strong belief that Toshiba’s slate of directors has the right mix of skills, experiences and new perspectives to provide independent oversight of the continued execution of our transformational Toshiba Next Plan (TNP). Through the TNP, we expect to deliver sustainable long-term growth and value to all of our shareholders. We encourage all of our shareholders to vote for our director nominees at our upcoming Ordinary General Meeting of Shareholders.”
In making its recommendation, ISS noted:
- “The company is appointing a new independent chairman, and seven of the other 9 independent directors have only been at the company for one year; the two remaining independent directors have tenures of two and four years, respectively. […] The current directors generally appear to have relevant and diverse credentials.”
- “[…] the company seems to have taken appropriate actions in recent years, and the board’s overhaul last year suggests it will maintain the course. […] the board – particularly the recently elected foreign directors – appear to be appropriately focused in their oversight.”
- “It is also worth noting that while 3D Investment is seeking to replace two directors, Effissimo is proposing to add three nominees to the 12-member slate nominated by the company. Such an increase raises questions as to whether a 15-member board could become less effective as different factions compete over disparate priorities.”
The Board unanimously recommends that Toshiba shareholders to vote “FOR” director candidates 1-12 and “AGAINST” candidates 13-17, as listed in our Convocation Notice.
Institutional investors and those shareholders holding shares through a custodian or intermediary should directly contact their custodian or voting platform provider for proxy voting instructions. Please be mindful that custodial vote deadlines may be very much earlier than the market deadline of 17:15 JST on 30 July 2020. Shareholders are encouraged to submit their proxy votes online through the electronic voting platform ProxyEdge operated by ICJ, Inc., if they have applied in advance to do so. Please refer to the Convocation Notice for further guidance, which can be found at https://www.toshiba.co.jp/about/ir/en/stock/meeting.htm.
1 Permission to quote from the ISS report was neither sought nor obtained.
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