CalSTRS on Friday said it won support from proxy-voting advisory firms ISS Governance and Glass Lewis for its proposal at Ball Corp., calling for shareholders to be able to ratify any poison pill adopted by the company.
ISS Governance and Glass Lewis both recommend shareholders vote in favor of the $150.1 billion system’s proposal, according to separate reports from the firms.
“It’s a matter of good governance that any pill or modification to a pill be ratified by shareholders of the company as a way to increase management accountability,” Anne Sheehan, director of corporate governance at the California State Teachers’ Retirement System, West Sacramento, said in a statement on the system’s website.
The system presented the same proposal in 2010, receiving more than 70% of the vote and “is resubmitting since the board failed to implement the will of the shareholders,” the statement said.
ISS Governance in its report said, “Poison pills insulate management from the threat of a change of control” and provide a board “with veto power over takeover bids that may be in shareholders’ best interests.”
Glass Lewis in its report said it is strongly opposed to poison pills as generally “not conducive to good corporate governance” and noted Ball has “refused to act on the concerns of a majority of shareholders.”
Ball recommends shareholders vote against the proposal, saying in a statement the company has had a shareholder rights plan or poison pill “for over 20 years, and the proponent of this proposal has not cited any instance or example when it believed the rights plan was misused or has disadvantaged shareholders.”
Ball’s annual meeting is April 27.
CalSTRS owns more than 1.8 million Ball shares.
