Lowes Companies, Inc. | Independent board chairman at Lowes Companies, Inc.

Status
23.86% votes in favour
AGM date
Proposal number
5
Resolution details
Company ticker
LOW
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.

Whenever possible, the Chairman of the Board shall be an Independent Director.
Supporting statement
The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.

It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and Lowe’s. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO and management.

A Lead Director is no substitute for an independent Board Chairman. A lead director is not responsible for the strategic direction of the company. And a Chairman/CEO can ignore the advice and feedback from a lead director.

The listed responsibilities of the Lowe’s lead director does not mention any responsibility for the strategic direction of Lowe’s. The lead director has 3 approval functions which may indicate that the lead director merely functions to potentially delete items in materials developed by others in the hour before a board meeting.

Richard Dreiling, the Lowe’s lead director, received by far the most against votes of any Lowe’s director in 2022 -81 million against votes. The EDGAR report of Mr. Dreiling’s 81 million against votes was formatted in a way to cover up Mr. Dreiling’s poor showing.

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