International Paper Co. shareholders are being advised by Proxy Governance and Institutional Shareholder Services to withhold votes on two directors seeking re-election Martha F. Brooks and John L. Townsend III because of lack of responsiveness to shareholder concerns about declassifying the board. Glass Lewis recommends withholding votes on only Mr. Townsend.
The Memphis, Tenn.-based company kept its classified board, even though a proposal for annual election of directors received 79% of the votes last year, the three proxy-advisory firms noted. There is no proposal on declassifying the board this year.
Our decision not to declassify was based on many factors, including certain unique circumstances affecting our company, an International Paper statement said. In our view, the fact that Ms. Brooks and Mr. Townsend participated in this decision should not be the basis for withholding votes.
The board is supporting a shareholder proposal calling for the election of directors by a majority vote. Last year, such a proposal received 66% of the vote.
International Papers annual meeting is May 7.