Toshiba Corporation (TOKYO: 6502) today announced that Glass Lewis & Co. (“Glass Lewis”), a leading independent proxy advisory firm, has recommended that shareholders vote for all 12 of Toshiba’s highly-qualified director nominees at the Company’s Ordinary General Meeting of Shareholders for the 181st Fiscal Period, to be held on July 31, 2020. Glass Lewis’ recommendation follows Institutional Shareholder Services’ (“ISS”) recommendation that Toshiba shareholders also vote for all 12 of Toshiba’s nominees and supports Toshiba’s position that its 12 nominees are the right leaders to guide the Company and create long-term shareholder value.
As Glass Lewis stated in its independent report1: “The Company has appointed a high number of independent directors to its board. At the forthcoming annual general meeting of shareholders, the Company has nominated 12 directors to the board, including 10 outside directors, all of whom we consider to be truly independent. We commend the Company for nominating more than 50% of truly independent directors to its board, a practice which is rare in Japan.”
Toshiba’s Board of Directors stated, “We are pleased Glass Lewis has joined ISS in recommending that Toshiba shareholders vote for all of our director nominees. The support of the two leading independent proxy advisory firms further validates that last year’s significant Board refreshment with shareholder input created a highly diverse and qualified Board that has the right mix of skills, experiences, and new perspectives to provide independent oversight of the continued execution of our transformational Toshiba Next Plan (TNP). Through the TNP, we expect to position the Company for the future and deliver sustainable long-term growth and value to all of our shareholders. We strongly encourage Toshiba shareholders to vote for our director nominees at our upcoming Ordinary General Meeting of Shareholders.”
In making its recommendation, Glass Lewis noted:
- “Having reviewed the available arguments, as well as Toshiba’s rebuttals, while we acknowledge legacy issues at Toshiba cast a rather long shadow, we do not believe either of Effissimo or 3DI have offered clear and compelling cause to support their nominees at this time.”
- “…with reference to the experience and expertise of Toshiba’s candidates, we do not believe there is suitable cause to support the nominees advanced by either Effissimo or 3DI at this time.”
ISS agrees. In its recent report, ISS noted2: “…our analysis and engagement with the company suggest that the recently reconstituted board is appropriately focused on the key issues impacting Toshiba. As such, additional change at the board level does not appear necessary.”
The Board unanimously recommends that Toshiba shareholders to vote “FOR” director candidates 1-12 and “AGAINST” candidates 13-17, as listed in our Convocation Notice.
Institutional investors and those shareholders holding shares through a custodian or intermediary should directly contact their custodian or voting platform provider for proxy voting instructions. Please be mindful that custodial vote deadlines may be very much earlier than the market deadline of 17:15 JST on 30 July 2020. Shareholders are encouraged to submit their proxy votes online through the electronic voting platform ProxyEdge operated by ICJ, Inc., if they have applied in advance to do so. Please refer to the Convocation Notice for further guidance, which can be found at https://www.toshiba.co.jp/about/ir/en/stock/meeting.htm.
1 Permission to quote from the Glass Lewis report was neither sought nor obtained.
2 Permission to quote from the ISS report was neither sought nor obtained.