Best Buy (BBY) Announces Results of Proposed Shareholder Voting

June 21, 2012 4:27 PM EDT Send to a Friend
Best Buy Co., Inc. (NYSE: BBY) has concluded a regularly scheduled board meeting and the 2012 Regular Meeting of Shareholders.

Based upon preliminary vote tabulation, the Company announces that shareholders overwhelmingly approved re-election of the three directors on the ballot: Lisa Caputo, Kathy Higgins Victor and Gerard Vittecoq. Shareholders also approved all but one proposal submitted for consideration. The Company will file a Form 8-K reporting preliminary voting results today.

Approved items included a non-binding shareholder proposal requesting that the board take action to declassify its structure and require every director to stand for reelection on an annual basis. The measure on declassification was supported by the board of directors as a demonstration of the Company’s commitment to transparency and strong corporate governance practices. Based on the strong shareholder support for the proposal, the board expects to move forward in implementing the proposal at the Company’s next annual shareholder meeting.

Shareholders voted against the nonbinding advisory “Say on Pay” proposal regarding the fiscal 2012 compensation of Best Buy’s named executive officers. Shareholder advisory firm ISS had recommended that shareholders vote against this proposal primarily due to the separation package paid to former CEO Brian Dunn. The Company understands and will take the feedback of the shareholders under consideration in future compensation deliberations. Furthermore, the board is encouraged that shareholder advisory firms, including ISS, have affirmed the go-forward executive compensation plan because of its range of best market practices and alignment of executive pay and corporate performance.

The board also implemented a change to the company’s bylaws that will conform them to Minnesota statutes by setting 25 percent as the minimum threshold of ownership required for a shareholder to call a special meeting related to a change of control.


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