This excerpt taken from the CVS DEF 14A filed Mar 24, 2009.
Statement of William Steiner
Special meetings allow shareowners to vote on important matters, such as electing new directors, that can arise between annual meetings. If shareowners cannot call special meetings, management may become insulated and investor returns may suffer. Shareowners should have the ability to call a special meeting when a matter is sufficiently important to merit prompt consideration.
Fidelity and Vanguard supported a shareholder right to call a special meeting. Governance ratings services, including The Corporate Library and Governance Metrics International, took special meeting rights into consideration when assigning company ratings.
This proposal topic also won impressive support (based on 2008 yes and no votes) at the following companies:
The merits of this Special Shareowner Meetings proposal should also be considered in the context of the need for further improvements in our companys corporate governance and in individual director performance. In 2008 the following governance and performance issues were identified:
The above concerns shows there is need for improvement. Please encourage our board to respond positively to this proposal: