This excerpt taken from the HD DEF 14A filed Apr 11, 2008.
Special Shareholder Meetings
The Company recommends that you vote against this proposal. If adopted and implemented, this proposal would allow special interest shareholders to use Company resources including money and management time to advance special causes that are not in the best interests of the Company and its broader shareholder base. A shareholders meeting consumes significant resources and takes the time and focus of management and the Board to prepare for and participate in the meeting. Under the Company's charter and By-Laws, a special meeting of the shareholders may be called by the Board or the Chairman of the Board when it is determined to be in the best interests of the Company. This proposal undermines that basic principle by seeking to provide for "no restriction on the shareholder right to call a special meeting." By its terms, the proposal would allow any shareholder to usurp Company resources to advance narrow interests with no limitation on the number or frequency of such meetings, no minimum number of shares required to be held by such shareholder, no minimum holding period for such shares and without regard for the interests of the Company or other shareholders. Senior management and the Board are intensely focused on successfully implementing the Company's business plan to create shareholder value. This proposal would allow a small minority of shareholders with narrow interests to distract them from that focus.