Extract to table

The near-universal adoption of this provision reflects the fact that it is, in practical effect, a listing standard requirement: NYSE-listed companies are required to adopt a compensation recovery policy, and the administration of that policy must be assigned to a committee of independent directors

The most common approach is to provide that a director who has attained the specified age by the date of the annual meeting of shareholders shall not be nominated for re-election, with the nominating and governance committee retaining discretion to grant a one-year waiver in extraordinary circumstances

The policy should require directors to notify the Nominating & Corporate Governance Committee prior to accepting any new public-company board seat, and should provide that any director who exceeds the limit must resign from one or more boards to come into compliance within a reasonable period (not to exceed six months from the date of the excess appointment)

Under a majority voting standard, a director nominee in an uncontested election must receive more votes "for" than votes "against" in order to be elected (or, in some formulations, a majority of the votes cast)