By bundling two extremely different proposals into a single vote, Premium Brands Holdings Corporation is arguably disenfranchising not only shareholders but also the company itself – and exposing its board to potential scrutiny.
With thousands of companies holding shareholder meetings during proxy season, it’s hard to know where to start. Glass Lewis’ Controversy Alert service can help, identifying the most crucial meetings globally and allowing investors to make better informed voting decisions with the latest information in hand.
In this post, we provide a roundup of the meetings taking place this week that were previously highlighted by Controversy Alerts, and look deeper into the situation at Premium Brands. To get alerted ahead of time, get in touch and sign up for Glass Lewis’ Controversy Alert service.
Controversy Alerts May 5 — May 11, 2025
5/6 Barrick Gold Corporation (Controversy Alert issued 4/16)
5/6 GE Aerospace (issued 4/17)
5/6 Premium Brands Holdings Corporation (issued 4/25)
5/6 Syensqo SA (issued 4/18)
5/7 Schneider Electric SE (issued 4/21)
5/8 Archer-Daniels-Midland Company (issued 4/18)
5/8 Harbour Energy plc (issued 4/18)
5/8 Koninklijke Philips N.V. (issued 4/22)
5/8 Woodside Energy Group Limited (issued 4/22)
Deep Dive: Premium Brands Holdings Corporation
Anyone who has watched a commercial break on U.S. television in recent months is likely somewhat overfamiliar with the concept of “bundling”. While the value of combining home, auto and other forms of insurance has been made abundantly clear by various members of the Kansas City Chiefs, its relevance to the proxy voting process remains largely unexplored. Until now.
Typically, shareholders get to vote on each proposal separately. That’s not always the case – slate elections represent an exception, though these have fallen out of favor in most markets; and various elements of an M&A deal may be conditioned on one another (e.g., post-merger executive retention arrangements). But by and large, “one proposal, one vote” is a fairly basic concept in corporate governance, with the exceptions all involving proposals that are directly related to one another.
There is very little relation between the two shareholder proposals on the 2025 AGM ballot of Canadian food distributor Premium Brands Holdings Corporation, save that they were both submitted by shareholders. One is squarely governance-focused, calling on the company to adopt an “overboarding” policy that establishes numerical limits for how many company boards its directors may serve on. The other relates to operations, requesting that the company disclose what percentage of its pork is produced using group sow housing, or “gestation crates”. Yet despite the lack of any apparent thread connecting the two agenda items, shareholders will have to consider – and vote on – them as a whole.
In a news release filed on April 7, 2025, Premium Brands states that:
"The Company wishes to clarify that the form of Proxy included in the Meeting Materials includes a single spot for shareholders to VOTE FOR or to VOTE AGAINST the Shareholder Proposals. Accordingly, a VOTE FOR the Shareholder Proposals will be counted as an affirmative vote for both Proposal #1 and Proposal #2; conversely, a VOTE AGAINST the Shareholder Proposals will be counted as a negative vote against both Proposal #1 and Proposal #2. Shareholders who are in favor of either Shareholder Proposal are encouraged to vote for both."
It's a curious approach, particularly because both proposals are wholly precatory. Not only does this bundled voting structure serve to somewhat disenfranchise shareholders, in that they are not able to express their preferences on extremely different matters, it also arguably disenfranchises the company. Non-binding shareholder proposals provide valuable feedback on investor views, giving boards a better understanding of how their owners view emerging issues without actually forcing them to take any action. By denying shareholders an individual vote, the board is denying itself useful information.
It will be interesting to see how shareholders navigate the decision – and whether they choose to hold any directors, particularly members of the board’s corporate governance and nominating committee, accountable for this significant deviation from standard practice.
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