Pershing Square Activist Presentation Deck
Allergan has Used Procedural Restrictions to
Neuter Mechanisms for Shareholder Action
2012
Shareholder
Proposal
(% of votes cast)
Mgmt Rec.
ISS Rec.
GL Rec.
Mgmt
Response
Restrictions
(1)
Call special meetings with
10% of the vote
(55.3%)
AGAINST
FOR
FOR
Placed on ballot a year later but
with substantial restrictions
25% of the vote required
▸ Timing restrictions
Unduly onerous disclosure
requirements to make request
Restrictions on "similar items"
Restriction on stock sales by
shareholders requesting a
special meeting
Votes FOR as % of votes [FOR AGAINST
2013
Right to act by
written consent
(50.2%)
AGAINST
12
FOR
FOR
Placed on ballot a year later but
with substantial restrictions
25% of the vote required
▸ Timing restrictions
▸ Restrictions on "similar
items"
2014
Separation of
Chairman / CEO
(50.5%)
AGAINST
FOR
FOR
No action taken, to date
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