Tegna Inc. | Provide Right to Call Special Meeting at 10% Ownership

Status
56.00% votes in favour
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
TGNA
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareowner meeting. This includes that each shareholder shall have an equal right per share to formally participate in the calling for a special shareholder meeting.
Supporting statement
This resolution has been filed by Kenneth Steiner.

It is important to vote for this Shareholder Right to Call a Special Shareholder Meeting proposal because we have no right to act by written consent. Shareholders at many companies have a right to call a special shareholder and the right to act by written consent. Without either of these rights TEGNA shareholders do not have a means with traction to bring new ideas to management.
A reasonable shareholder right to call for a special shareholder meeting to elect a new director can make shareholder engagement meaningful. The 2021 TEGNA annual meeting proxy statement had a 500-word segment on Shareholder Engagement.

If management is insincere in its shareholder engagement, a right for shareholders to call for a special meeting in our bylaws can make management think twice about insincerity. A shareholder right to call for a special shareholder meeting in our bylaws will help ensure that management engages with shareholders in good faith because shareholders will have a viable Plan B by calling for a special shareholder meeting. Our bylaws give no assurance that shareholder engagement will continue.

A reasonable shareholder right to call for a special shareholder meeting could give directors more of an incentive to improve their performance. For instance, management pay was rejected by 15% of shares at the 2021 annual meeting when a 5% to 10% rejection is the norm. And Mr. Scott McCune chaired the executive pay committee. To improve shareholder engagement and to make up for our lack of a right to act by written consent we need the right of 10% of shares to call for a special shareholder meeting.

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