Pershing Square Activist Presentation Deck
ISS Supports Special Meeting and Written Consent Rights as
Important Tools for Empowering Shareholders to Respond to
Attractive Offers (Cont.)
ISS analysis on Darden Restaurants (April 24, 2014):
ISS recommendation: FOR the Consent to Request a Special Meeting
"But the value of a shareholder meeting is precisely that it provides a definitive,
authentic, and unassailable answer to the question of what shareholders want.
Not every shareholder is in agreement on every issue, to be sure-but
shareholders in general, and institutional shareholders in particular, accept that
the shareholder vote is the premier mechanism for the owners of the company to
settle significant questions about the company's future."
"Engagement can be a very effective mechanism for providing the board with
insight; for settling complex questions about the company's future, however, it
lacks the definitive authority of the shareholder vote itself."
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