2022 Engagement case study: voting a shareholder resolution

Danaher is a diversified business that designs, manufactures and sells laboratory equipment and consumables to clinical and medical laboratories including microscopes, analytical software and imaging and molecular devices. These tools are used in the development of new drugs and for diagnosing critically ill patients. In addition, the company also designs, manufactures and sells equipment to test and treat water (including UV water treatment systems). Overall, Danaher’s products offer improved efficiency and reliability.


Protect shareholder ability to use the special meeting right


For WHEB’s portfolio companies, routine resolutions occur far more frequently than shareholder resolutions relating to ESG issues. In 2022 a mere 1% of the resolutions WHEB voted on were proposed by shareholders and none related to environmental or social issues. This is likely because WHEB’s investee companies tend to avoid major social or environmental controversies and do not therefore attract regular shareholder resolutions. WHEB’s voting policy is therefore primarily designed to guide voting on core governance and sustainability issues in relation to routine proposals.


WHEB voted for the Shareholder Proposal ‘4. Amend Articles/Bylaws/Charter – Call Special Meetings – Reduce Ownership Threshold for Shareholders to Call Special Meeting’. This was against management’s recommendations and with ISS.
Where we vote against company management or abstain, we typically write to the company in question, explaining our reasons for doing so and seeking further engagement as appropriate. This communication takes place after the vote. We believe that a vote for this proposal is warranted. Lowering the ownership threshold from 25% to 10% would improve shareholders ability to use the special meeting right and no single shareholder would be able to act unilaterally to call a special meeting at the proposed threshold.


Unknown: We will continue to engage the company on these topics and where we deem them material and escalate as appropriate.