IPG Investors Nix Special Meetings Push

NEW YORK Interpublic Group shareholders today narrowly defeated a proposal that would have lowered the threshold for IPG investors to call special meetings, though the measure did gain support compared to past votes on similar proposals.

The latest resolution, similar to measures put forth in 2007 and ’08, would have enabled holders of 10 percent of IPG’s outstanding common shares to call such meetings. The current threshold is 25 percent.

Shareholders representing 50.18 percent of all votes cast rejected the proposal, following the advice of IPG management. But 49.61 percent voted yes — up from 48 percent last year and 44 percent in ’07. This year, 0.21 percent of the voters abstained, down from about 1 percent in each of the last two years.

Today’s vote took place at IPG’s annual meeting of shareholders at the Paley Center for Media in New York. During the 43-minute meeting, shareholders also reelected 10 directors, reappointed PricewaterhouseCoopers as IPG’s outside accounting firm and approved a performance incentive plan for executive officers and a stock incentive plan for non-management directors.

Afterward, IPG CEO Michael Roth attributed the close vote on the special meetings resolution to larger currents in favor of such measures among shareholders of myriad corporations. And while he said the board would consider the results — as it did last year, when it subsequently amended the bylaws to lower the threshold from 50 percent — he maintained that the current standard was appropriate.

“Twenty-five percent is the right number,” Roth said.

The shareholder who proposed the 10 percent standard, Ken Steiner of Great Neck, N.Y., did not attend the meeting. In his proposal, Steiner argued that special meetings “allow shareholders to vote on important matters, such as electing new directors” and that without the ability to call such meetings “investor return may suffer.”


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