The supermajority voting rule requires affirmative votes by the owners of 75 percent of HCA’s shares to make changes related to certain matters, such as the size of the board, according to HCA’s proxy statement.
In the proxy statement, HCA’s board explained the potential benefits of supermajority voting rules.
“Supermajority voting requirements like those contained in our certificate of incorporations and our bylaws are intended to facilitate corporate governance stability and provide protection against self-interested action by large stockholders by requiring broad stockholder consensus to make certain fundamental change,” the board said.
The board also raised concerns about the requirements and asked shareholders to ax the rule: “However, while such protection can be beneficial to stockholders, the board is aware that some stockholders and commentators oppose these provisions, viewing supermajority provisions as limiting the board’s accountability to stockholders and the ability of stockholders to participate in corporate governance.”
If shareholders approve the proposal to eliminate the requirements, only a majority vote of all outstanding shares would be needed to approve future changes to the company’s bylaws or provisions of its certificate of incorporation.
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