NEW YORK--(BUSINESS WIRE)--UNITE HERE, an Interval Leisure Group (NASDAQ: IILG) shareholder, is raising questions about Interval’s corporate governance policies in advance of the company’s annual meeting, including a ten year poison pill not ratified by shareholders. UNITE HERE’s belief that Interval can improve its governance policies is supported by a recent report by leading proxy advisor Institutional Shareholder Services (ISS), who gave the company a relatively high score of 7/10 for governance risk.
UNITE HERE has several concerns about Interval’s excessive poison pill policy:
- Shareholders have not approved the poison pill;
- The pill has a ten year term, set to expire in June 10, 2019 – far outside the upper limit of three years recommended in ISS’s current proxy voting guidelines;
- The pill has a rights plan trigger of 15%, above the 20% recommended in ISS’s current proxy voting guidelines;
Interval’s board adopted the poison pill in the midst of the last downturn, with CEO Craig Nash arguing “we believe the current trading price of our stock does not reflect the true value of Interval Leisure Group.” However, Interval’s stock price has increased roughly 450% from its 2009 low. Under current market conditions, UNITE HERE is concerned the poison pill could deter bids that may be advantageous to shareholders, and recommends the poison pill be put to a shareholder vote.
UNITE HERE also notes that shareholders have no right to call a special meeting nor act by written consent. These limits to shareholder rights, particularly when combined with Interval’s long term poison pill, create a risk of board entrenchment, UNITE HERE believes. At a time when many listed hospitality companies have made significant strides forward in corporate governance, UNITE HERE urges Interval to strengthen shareholder rights.
UNITE HERE represents hospitality workers and is a member of the Council of Institutional Investors. Its members are beneficiaries of pension funds with over $60 billion in assets. Since 2012, UNITE HERE has pursued a program of improving shareholder rights at listed hospitality companies, with a focus on REITs.