Bank of Hawaii (BOH) has approved a process where shareholders can pressure directors in uncontested elections.
The company's board changed the bylaws last week to require a majority vote standard in elections where the standing board faces no competition, according to a regulatory filing. If a director fails to receive a majority of the votes cast, he or she must offer to resign.
Bank of Hawaii's nominating and corporate governance committee will make a recommendation to the board. Excluding the director in question, the board will act on the tendered resignation, and its decision will be publicly disclosed within 90 days after the election results are certified.
If the board refuses to accept the resignation, the director will continue to serve until the next annual meeting. The board is not allowed to nominate that director for re-election, though they can ask shareholders to approve a successor.