As most large companies gear up for an annual rite of spring — shareholder meetings — a number of companies are announcing their board candidates, changing the way they elect their board members, or booting a number of them off the ballot.
Just in the past week alone, the activity has been furious.
For example, FedEx Corp. became the latest company to agree to submit a proposal that would require each director to stand for election annually. Currently the board is divided into three classes, and directors are elected to staggered three-year terms. The vote will take place at the next FedEx annual meeting in September 2004. Passage of the proposed bylaw amendment will require the approval of 80 percent of stockholders.
Meanwhile, scandal-ridden HealthSouth Corp., which since December has announced a slew of changes aimed at improving its corporate governance practices, announced the election of two new members to its board of directors and to the special committee of its board of directors: Steven R. Berrard and Edward A. Blechschmidt.
Blechschmidt is a former chief financial officer of Unisys Corp. and former chairman and chief executive officer of Gentiva Health Services. He also serves on the boards of directors of Gentiva Health Services Inc.; Neoforma Inc.; Lionbridge Technologies Inc., and Garden Fresh Restaurant Corp.
Berrard is a former vice chairman, president, and chief executive officer of Blockbuster Entertainment Group. Florida Governor Jeb Bush also appointed Berrard to the board of directors of North Broward Hospital District, one of the 10 largest public health systems in the United States. In addition, he serves on the board of Boca Resorts Inc. and previously served on the board of Birmingham Steel Corp.
Lowe’s Cos. said its board of directors has appointed O. Temple Sloan Jr. to its board of directors. Sloan is chairman and CEO of General Parts Inc., a distributor of automotive replacement parts. He replaces Kenneth D. Lewis, the chairman, CEO, and president of Bank of America, who announced plans in mid-2003 to resign from Lowe’s and other outside corporate boards.
There have been a few other high-profile resignations from boards of directors: