Under pressure from a major proxy advisory firm, Yellow Corp. amended its bylaws to cut a reference to its CEO as an ex-officio member of three independent board committees, according to securities filings Friday.
The carrier dismissed the change as a “mundane administrative matter” in a statement Monday to Transport Dive, as NASDAQ already requires members of the audit, compensation and governance committees to be independent.
CEO Darren Hawkins has never sat on those committees, Yellow spokesperson Heather Nauert wrote. “Yellow simply amended its bylaws to clarify this fact in case it was not apparent to shareholders or proxy advisory firms,” Nauert wrote.
On May 31, Institutional Shareholder Services, the country’s largest proxy advisory firm, recommended investors vote against Hawkins’ nomination as ex-officio member of the committees, Yellow said in a shareholder supplement also filed Friday.
ISS declined to comment Monday. The firm recommended voting in favor all of the other committee nominees in advance of Yellow’s June 14 shareholder meeting, according to the carrier.
“In response to ISS’s recommendation to vote AGAINST Mr. Hawkins, the Board has adopted the Amendment,” the supplement said.
The bylaws, last updated in February 2021, previously placed the CEO as an ex-officio members on all board committees on which they didn’t already serve, “unless that service conflicted with any applicable rules — including NASDAQ rules,” Nauert wrote.
The amendment, approved by the board June 1, “delete[s] such reference” to the CEO as an ex-officio member of those committees, according to the filing. Nauert stressed the change amounted to a clarification of language.
“No one was removed from any committees,” the spokesperson wrote.
In the shareholder supplement, Yellow listed the board members with voting rights on each of the pertinent committees:
Audit & Ethics Committee
- Douglas Carty, committee chairperson
- James Hoffman
- Shaunna Jones
- David Webber
Compensation Committee
- Patricia Nazemetz, committee chairperson
- Javier Evans
- David McClimon
- Chris Sultemeier
Governance Committee
- Susana Martinez, committee chairperson
- Patricia Nazemetz
- Chris Sultemeier
Webber, a labor expert and activist shareholder, is the most recent newcomer to the Yellow board. He was appointed in April by the International Brotherhood of Teamsters via the union’s shares of the company’s common stock, in an escalation of a bitter fight over its One Yellow network overhaul.
