Toshiba Urges Shareholders to Vote “FOR” Its Director Nominees at the July 31 General Meeting
TOKYO-Thursday 16 July 2020 [ AETOS Wire ]
(BUSINESS WIRE)--
Toshiba Corporation (TOKYO: 6502) today announced that Institutional
Shareholder Services Inc. (“ISS”), the leading independent proxy
advisory firm, has recommended that shareholders vote for all 12 of
Toshiba’s highly-qualified director nominees at the Company’s Ordinary
General Meeting of Shareholders for the 181st Fiscal Period, to be held on July 31, 2020.
As ISS stated in its independent report1:
“…our analysis and engagement with the company suggest that the
recently reconstituted board is appropriately focused on the key issues
impacting Toshiba. As such, additional change at the board level does
not appear necessary.”
Toshiba's
Board of Directors stated, “We are pleased ISS has recommended that
Toshiba shareholders vote for all of our highly-qualified and
experienced Directors. ISS’ support further validates the progress that
we made last year to refresh our Board with shareholder input and our
strong belief that Toshiba’s slate of directors has the right mix of
skills, experiences and new perspectives to provide independent
oversight of the continued execution of our transformational Toshiba
Next Plan (TNP). Through the TNP, we expect to deliver sustainable
long-term growth and value to all of our shareholders. We encourage all
of our shareholders to vote for our director nominees at our upcoming
Ordinary General Meeting of Shareholders.”
In making its recommendation, ISS noted:
- “The company is appointing a new independent chairman, and seven of the other 9 independent directors have only been at the company for one year; the two remaining independent directors have tenures of two and four years, respectively. […] The current directors generally appear to have relevant and diverse credentials.”
- “[…] the company seems to have taken appropriate actions in recent years, and the board’s overhaul last year suggests it will maintain the course. […] the board – particularly the recently elected foreign directors – appear to be appropriately focused in their oversight.”
- “It is also worth noting that while 3D Investment is seeking to replace two directors, Effissimo is proposing to add three nominees to the 12-member slate nominated by the company. Such an increase raises questions as to whether a 15-member board could become less effective as different factions compete over disparate priorities.”
The
Board unanimously recommends that Toshiba shareholders to vote “FOR”
director candidates 1-12 and “AGAINST” candidates 13-17, as listed in
our Convocation Notice.
Institutional
investors and those shareholders holding shares through a custodian or
intermediary should directly contact their custodian or voting platform
provider for proxy voting instructions. Please be mindful that custodial
vote deadlines may be very much earlier than the market deadline of
17:15 JST on 30 July 2020. Shareholders are encouraged to submit their
proxy votes online through the electronic voting platform ProxyEdge
operated by ICJ, Inc., if they have applied in advance to do so. Please
refer to the Convocation Notice for further guidance, which can be found
at https://www.toshiba.co.jp/about/ir/en/stock/meeting.htm.
1 Permission to quote from the ISS report was neither sought nor obtained.
View source version on businesswire.com: https://www.businesswire.com/news/home/20200716005533/en/
Contacts
Investor Contact
Investor Relations Group, Planning & Investor Relations Office
Strategic Planning Div.
Toshiba Corporation
Phone: +81-3-3457-2096
Email: ir@toshiba.co.jp
Media Contact
Midori Hara
Media Relations Group, Public Relations Office
Corporate Communications Div.
Toshiba Corporation
Phone: +81-3-3457-2100
Email: media.relations@toshiba.co.jp
International Media Contact
Sard Verbinnen & Co. for Toshiba:
John Christiansen/David Millar/Ron Low
Phone: +1-415-618-8750/+1-212-687-8080/+852-3842-2200
Email: Toshiba-SVC@sardverb.com
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