THOMASVILLE, GA. — A proposal for a majority voting standard for electing members to the Flowers Foods, Inc. board of directors has been announced by the company. The Flowers board voted this week in favor of submitting the ballot measure for consideration at the company’s 2014 annual meeting of shareholders.
If approved, Flowers directors would be elected to the board only if a majority of the votes are affirmative. The Flowers move toward a majority standard represents a trend in corporate governance dating to 2005. Before then, directors of publicly-traded companies were nearly always elected in a plurality voting system in which the nominee who received the highest number of votes cast for an open seat would be elected, regardless of the number of no votes, withheld votes or votes simply not cast.
The Flowers proposal would apply only to uncontested elections. A plurality standard would continue to apply when more than one individual stands for election to a single board seat.
Flowers said if the proposal is passed, its board would amend its corporate governance guidelines requiring any holdover incumbent director who did not receive the requisite majority vote would be required to tender his or her resignation to the board of directors.