The board’s move to amend Wachovia’s articles of incorporation to provide for majority voting in uncontested director elections further strengthens its existing corporate governance guidelines that directors who receive more votes “withheld” than “for” their election are required to tender their resignation to the board’s corporate governance & nominating committee. In 2006, Wachovia announced that its board would recommend that shareholders approve changes to Wachovia’s articles of incorporation to remove the classification of Wachovia’s board at the 2007 annual meeting. If approved by shareholders at the 2007 annual meeting, Wachovia directors would stand for election annually, beginning at Wachovia’s 2008 annual meeting of shareholders.
Over the past several years, Wachovia has taken a number of steps to continue enhancing its strong corporate governance practices. These items include:
- Designated a lead independent director.
- Began expensing stock options early; one of the first companies in the U.S.
- Adopted stock ownership guidelines for executive officers and the board.
In addition, the board recently adopted a severance policy that it will not enter into any future severance agreements with senior executives that provide for benefits exceeding 2.99 times salary plus bonus.
“One of Wachovia’s key strategic priorities is to continue to build on our strong foundation of corporate governance, and I am pleased the board supported these actions,” said Ken Thompson, Wachovia chairman and chief executive officer.
Wachovia Corporation (NYSE:WB) is one of the nation’s largest diversified financial services companies, providing a broad range of retail banking and brokerage, asset and wealth management, and corporate and investment banking products and services. Wachovia has retail and commercial banking operations in 21 states with 3,375 retail banking offices from Connecticut to Florida and west to Texas and California. In addition, two core businesses operate under the Wachovia Securities brand name: retail brokerage with 750 offices in 47 states and service affiliate offices in Latin America, and corporate and investment banking serving clients in selected corporate and institutional sectors globally. Other nationwide businesses include mortgage lending in all 50 states and auto finance covering 46 states. Globally, Wachovia serves clients through more than 40 international offices. Online banking is available at wachovia.com; online brokerage products and services at wachoviasec.com, and investment products and services at evergreeninvestments.com. At December 31, 2006, Wachovia had assets of $707 billion and market capitalization of $108 billion.
