Boeing is unsuccessful in attempts to omit ‘lap dog’ references from shareholder proposals

By Jacquelyn LumbBoeing Company was unable to convince the Division of Corporation Finance that it could omit portions of three separate shareholder proposals from its proxy materials—one seeking a requirement that the chairman be an independent member of the board, one to require shareholder approval to increase the number of board members, and one giving holders of 10 percent of the outstanding shares the power to call a special shareholder meeting. In each case, Boeing sought to omit portions of the supporting statements on the basis that they impugned character, integrity, or personal reputation without a factual foundation in violation of Rule 14a-9.Lap dog reference. In the proposals to give shareholders the power to call special meetings and to require an independent chairman, the supporting statements referred to the 20-year tenure of lead director Kenneth Duberstein and suggested that his lengthy tenure may make him “a lap dog.” Both proposals also…

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