Anadarko Petroleum Bylaws Require Uncontested Board Nominees Be Elected by Majority Vote
Independent oil and gas producer Anadarko Petroleum Corp. on Friday said that, in uncontested elections, nominees to its board must receive a majority of votes cast in order to join the board.
Previously a plurality vote was needed to elect board nominees. The company said contested elections, or elections with more than one candidate, would still be decided by a plurality vote.
Board-approved amendments to its bylaws, filed Feb. 13 on a Form 8-K with the Securities and Exchange Commission, also require that a director nominee draft an “irrevocable” resignation letter in order to be nominated by the board. The resignation will only go into effect if the nominee doesn’t get a majority of votes cast in the election and it is accepted by the board.
A director, who is required to submit a resignation in these circumstances, can still be “actively engaged” on the board while it considers whether to accept the resignation.
The amendments will become effective May 16 at the company’s annual stockholder meeting.
Shares of Anadarko rose 3 cents to $41.24 in afternoon trading on the New York Stock Exchange.
