This excerpt taken from the WYN DEF 14A filed Apr 2, 2009.
Requiring shareholder approval would impose procedural hurdles that are inefficient and expensive
The Board opposes this proposal because it believes that the procedural hurdles and expense of subjecting severance agreements with senior executives to shareholder approval would put us at a competitive disadvantage in recruiting and retaining quality executives, and would also result in the incurrence of significant costs by us, to the disadvantage of our shareholders.
The Board believes that requiring prior shareholder approval of severance agreements is not in our best interests or the best interests of our shareholders because the imposition of such a requirement would make it extremely difficult to implement, in a timely manner, compensation arrangements suited to particular situations. In addition, implementation of this proposal would be costly. For instance, calling a special meeting of shareholders to approve an agreement prior to signing such agreement with an executive would, among other issues discussed in this opposition statement, cause us to incur considerable expense. Unless we incurred the significant expense of a special meeting of shareholders, such arrangements could only be entered into once a year after approval at the annual meeting of shareholders or subject to a general pre-approval, which might not be sufficient for all situations.
The Board believes that the adoption of this proposal would impose rigid and arbitrary limitations on our flexibility to design employment arrangements as needed in order to attract and retain the best qualified executives and that decisions regarding compensation arrangements, including severance agreements, should continue to be the primary responsibility of the Board, which, through its Compensation Committee, is in the best position to assess appropriate and competitive compensation practices.