McGraw-Hill giving shareholders more control


The Board of Directors at McGraw-Hill has asked shareholders to approve a couple of measures to enhance corporate governance. If approved, the company will end its staggered election system and have all directors stand for election each year. Also, supermajority votes would no longer be required for certain corporate actions.

As it stand now, one third of the board is elected each year. Change is a way off yet, but the board will ask shareholders to approve elimination of the staggered election system and the voting change at the company’s 2010 annual meeting. The board vote came after CEO Terry McGraw held discussions with certain shareholders about matters to be voted on at this year’s annual meeting on Wednesday (4/29).

A measure urging annual election of directors will be voted on at Wednesday’s meeting. The outcome is not binding on the board, which had previously urged shareholders to vote it down. In essence, the board has now agreed to the proposal by shareholder Kenneth Steiner to make a switch to annual elections of the entire board in the course of the next year.

A measure calling for the corporate charter to be revised to allow for simple majority votes will also be on the ballot Wednesday, proposed by shareholders Nick Rossi and Emil Rossi, Trustees for the Jeanne Rossi Family Trust. It too had previously been opposed by the board.

Two other shareholder-proposed measures will also be on Wednesday’s ballot. The United Brotherhood of Carpenters Pension Fund, an institutional shareholder, has proposed that nominees be required to win a majority vote, not just a plurality, to be elected to the board of directors. The Central Laborers’ Pension Fund, an institutional shareholder, proposed a requirement that the Chairman of the Board of Directors be an independent director who has not previously served as an executive officer of McGraw-Hill. The board is on record as opposing those resolutions.

Editor’s note: Hopes for that to be the bottom faded in Q1. If you look at the index graphs below you’ll see a second trough in early March which dipped below November’s all-time lows for both indices. So much for beginning the rebuilding process.Review RBR/TVBR’s exclusive analysis on – “Is it the bottom yet for broadcasting stocks?”