Nobody said it was a democracy

Raymond Chen

It’s proxy season, which means I’ve been reading through proxy statement after proxy statement. The proxy voting rules for Allstate aren’t very democratic. Scroll down to “How votes are counted and discretionary voting authority”:

The thirteen nominees who receive the most votes will be elected to the open directorships even if they get less than a majority of the votes.

Okay, let’s see, how many nominees are there? Oh, exactly thirteen. How convenient. In other words: These thirteen people will be elected to directorships regardless of what you do. So of course I voted against all of them. Later, I realized that I had fallen into their trap. You see, the only way I could stop these people from becoming directors was to withhold my vote and attempt to hinder a quorum. Under these rules, a “no” vote is as good as a “yes” vote!

Allstate isn’t the only company to rig their elections. Baxter and Wyeth (can’t find proxy online) have similarly sham elections.


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