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The board of directors of Maytag Corporation approved amending the company's bylaws to provide that directors be elected on an annual basis. This amendment is subject to shareholder approval.
Currently, Maytag's board operates as a "classified" board, meaning three or four directors are elected each year for a 3-year term, thus staggering the terms. If the bylaw amendments are approved by shareholders, the board would be "declassified" with directors being elected each year for a 1-year term. Maytag shareholders will be asked to vote on this proposal at the annual meeting, which is scheduled for May 12. Proxy materials related to the meeting are expected to be mailed to shareholders on or about April 4.
The board's action is in response to previous shareholder votes requesting that the board be declassified. "The board has listened and responded to its shareholders who believe this change is in the best interest of the company," said Ralph F. Hake, Maytag chairman and CEO. "While the board believes that classifications of directors promoted continuity and stability on the board, careful consideration was given to all relevant factors including our shareholders' wishes. Given this, the board supports the change and will urge our shareholders to approve these amendments."
If at least two-thirds of the shares outstanding approve the amendments at the May 12 meeting, the four directors who are nominated for election in 2005 will be elected for 1-year terms. Directors not up for re-election this year will serve the remainder of their 3-year terms.
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