HD » Topics » Yes on 5

This excerpt taken from the HD DEF 14A filed Apr 15, 2009.

Yes on 5



Table of Contents



The Company recommends that you vote against this shareholder proposal. In August 2008, the Board changed the Company’s By-Laws to allow holders of 25% or more of our outstanding common stock to call a meeting, and you are being asked in Item 3 of this Proxy Statement to incorporate that change in the Company’s Certificate of Incorporation as well. Other companies using a threshold of 25% (or higher) include 3M Company, AT&T Inc., Berkshire Hathaway Inc., Colgate-Palmolive Company, Dell Inc., General Electric Company, Hewlett-Packard Company, Time Warner Inc. and Verizon Communications Inc. Notwithstanding the Company’s actions described above, the proponent has submitted a resolution asking the Board to amend the Company’s governing documents to enable holders of 10% of our shares to convene a special meeting.

We believe that 25% is an appropriate threshold. A shareholder meeting consumes significant resources and takes the time and focus of management and the Board to prepare for and participate in the meeting. Senior management and the Board are intensely focused on implementing the Company’s business plan in a very challenging environment. If adopted, this proposal could have the effect of allowing a relatively small minority of shareholders with narrow interests to call any number of special meetings to consider matters that may not be important to our other shareholders and distract management and the Board from this focus. The Board has implemented the means for shareholders to call special meetings. Undoing this right could undermine efforts to manage the Company’s business and would fail to benefit shareholders as a whole because it would allow for the promotion of special interests.

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