Pershing Square Activist Presentation Deck
ISS Has Identified a High Possibility of
Governance Risk at Allergan
This May, ISS awarded Allergan a governance QuickScore of 8,
indicating a HIGH POSSIBLILITY OF GOVERNANCE RISK(1)
Board structure (10/10)
■ The board did not adequately address a shareholder proposal supported by the majority of
shares voted
ISS recommended AGAINST the re-election of Mr. Gallagher at the 2014 AGM for failing
as Corporate Governance and Compliance Committee Chair to fully implement the
2013 shareholder proposal to allow action by written consent; Gallagher received
33.3% withhold votes
■ 8 of 9 of directors received shareholder approval rates below the average (95%) level at the
most recent shareholder meeting
3 directors received below 90% of the vote
■ 3 of 8 of the non-executive directors on the board have lengthy tenure
The roles of Chairman and CEO have not been separated even though a majority of
shareholders voting approved a proposal to separate at Allergan's 2014 AGM
Shareholder rights (9/10)
■ The company has a poison pill in effect with a 10% trigger threshold
■
25% of share capital is needed to convene a special meeting or act by written consent
There are material restrictions on shareholders' right to call special meetings or act by
written consent
Source: Institutional Shareholder Services
(1)
May 28, 2014 ISS Governance QuickScore Profie.
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