Sara Lee accelerates expiration date for stockholder plan
May 22, 2006
by Eric Schroeder
CHICAGO — Sara Lee Corp. on Monday said its board of directors has accelerated the expiration date of its stockholder rights plan from May 25, 2008, to Sept. 1, 2006.
In addition, Sara Lee amended its Corporate Governance Guidelines to add a policy that the board of directors will obtain stockholder approval prior to the adoption of a new stockholder rights plan. However, the board may act on its own to adopt a stockholder rights plan if, at the time, a majority of the independent directors believes adoption of a stockholder rights plan without prior stockholder approval is in the best interests of Sara Lee and its stockholders or is otherwise required by the their fiduciary duties.
The amended Corporate Governance Guidelines also provide that if a future stockholder rights plan is adopted by the board without stockholder approval, the board’s policy will be to submit the plan to stockholders for ratification within 12 months. If stockholder approval is not obtained, the stockholder rights plan will terminate promptly after the vote has been certified.