NCR Recent Governance Developments

NCR Recent Governance Developments: Typical Statement

In a section of NCR Recent Governance Developments, the first paragraph was not unusual. They touted their shareholder engagement and the fact that the Board adopted a proxy access bylaw. As is typical, they fail to mention they did so because we filed a shareholder proposal on that topic.

NCR continues to demonstrate a strong commitment to corporate governance practices and policies that reinforce the Board’s alignment with, and accountability to, our stockholders.  In 2016 we eliminated classification of the Board, twice adjourning our annual meeting of stockholders to solicit votes to obtain the requisite stockholder approval.  Also in 2016, the Board adopted and implemented a comprehensive, robust and fair proxy access bylaw.  We continue to actively engage with our stockholders on a regular basis, our stockholders have the ability to directly nominate director candidates, and we have established processes and procedures for stockholders to communicate with the Board, the independent Lead Director, the Chairman of the Board, any other individual director, or NCR’s independent directors as a group.

NCR Recent Governance Developments: Gives Shareholder Credit

More unusual, later the section on NCR Recent Governance Developments in the proxy actually credits our special meeting proposal for prompting the Board to reduce the threshold from 50% to 25%,

We have also reduced the ownership threshold necessary for stockholders to directly call a special meeting.  In November 2017, Ms. Myra K. Young, an NCR stockholder, notified the Company of her intention to have her agent, John Chevedden, present a proposal at the Annual Meeting to request the Board to take the steps necessary to amend our bylaws (and each appropriate governing document) to give holders in the aggregate of 25% or lower of our outstanding common stock the power to call a special stockholder meeting.

In response to this proposal, and in furtherance of our continuing commitment to strong corporate governance policies, on February 20, 2018, the Board authorized and approved amendments to the Company’s bylaws to reduce the percent ownership requirement necessary to allow stockholders to call a special meeting of stockholders from a majority of the votes entitled to be cast at the meeting, to 25% of the votes entitled to be cast at the meeting; provided, that unless requested by the stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter that is substantially the same as a matter voted on at any special meeting of stockholders held in the preceding twelve months.  As a result of the amendment to our bylaws, Ms. Young’s proposal was substantially implemented, and therefore we did not include her proposal in this proxy statement.

Since being spun off by AT&T Corp. in 1996, NCR’s stockholders have had the right to call a special meeting.  This stands in contrast to the many public companies that continue to afford their stockholders no such rights.  And reducing the ownership threshold for calling a special meeting from a majority of the votes entitled to be cast at the meeting to 25% puts the terms of this stockholder right well within market practice for those companies that permit stockholders to call a special meeting.  We believe that our revised special meeting right strikes a reasonable and appropriate balance – meaningfully enhancing the right of stockholders to call a special meeting, on the one hand, while, on the other hand, safeguarding against the risk that substantial administrative and financial burdens could be imposed on our company, contrary to the interests of our Board and stockholders, by a special meeting being called that does not have meaningful stockholder interest behind it.

The statement is not entirely accurate, since we do not consider our proposal “substantially implemented.” However, the move does represent real progress. As such, we see no need to pursue a lower threshold this year. NCR gets credit for working cooperatively and recognizing the contribution shareholders make to better corporate governance.

NCR Proxy Voting Recommendations

Since we do not have a proposal on NCR’s proxy this year, I will not be posting my voting recommendations. I advise NCR shareholders to look at votes announced at ProxyDemocracy.org as the voting deadline of April 25 approaches. Since I am so busy with companies where I do have an item on the proxy, that is my usual strategy. In fact, I now see through Proxy Insight that CalSTRS withheld its vote from director William R. Nuti, so we did the same. I may change our vote as more votes are announced.