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Apr 03, 2018

Nuance shareholders back special meeting proposal

Neuberger Berman had supported the investor initiative

Nuance Communications shareholders have by a large majority backed a proposal seeking to grant them the power to call special meetings.

The investor proposal asks that the board allow holders of an aggregate 10 percent in company stock to call a special shareowner meeting. ‘This proposal is particularly important because we do not have the opportunity to act by written consent,’ the proposal states. ‘Dozens of Fortune 500 companies provide for shareholders to call special meetings and to act by written consent. If our management adopts this proposal it will be one sign that management values our shareholder input.’

In a regulatory filing placed in March, the company states that the proposal received roughly 201 million votes, versus roughly 12 million against, 4 million ‘abstains’ and 36 million broker non-votes.  

A Nuance spokesperson did not respond to a request for comment.

Neuberger Berman had backed the initiative. In a public letter issued last December, the asset manager complained about the process and transparency of Nuance’s CEO succession plan, as well as the company’s corporate governance practices.

In a statement issued in February, Neuberger Berman says: ‘The proposal is especially important for Nuance shareholders, given the absence of a right to act by written consent or a majority vote, a history of poison pill adoption and several years of poor support for board proposals at shareholder meetings. We note the board has chosen not to issue a recommendation on this shareholder proposal, which we see as a positive step in improving the company’s overall governance profile.’

Ben Maiden

Ben Maiden is the editor-at-large of Governance Intelligence, an IR Media publication, having joined the company in December 2016. He is based in New York. Ben was previously managing editor of Compliance Reporter, covering regulatory and compliance...