URBAN OUTFITTERS
NASDAQ:  URBN      Annual Meeting: 6/02/2015

For proponents of board gender diversity, Urban Outfitters Inc. has been a source of particular concern in recent years. The clothing and home goods retailer, whose products are targeted to a predominantly female audience, had a board composition that gave some investors pause: it was comprised of six males (many of whom had related-party transactions), with co-founder Richard Hayne holding a combined chairman/CEO role. Shareholder proposals requesting that the board consider nominating women and minorities when selecting director appeared on the company’s ballot each year from 2011 through 2014 and received notable, though less than majority, support. Additionally, a number of other governance-focused shareholder proposals also received high levels of support during this time, including a proposal seeking to separate the chairman and CEO roles. The board was responsive to these governance concerns on some fronts— it repealed its classified board structure and adopted majority voting for director elections following majority-supported shareholder proposals at the 2012 annual meeting. However, the board’s appointment of a female director in 2013 was met with continued criticism when the board appointed Margaret Hayne, who is the wife of the chairman, president, co-founder and CEO and who had also sat as the head of the firm’s Free People brand for a number of years, thus exacerbating some investors’ board independence concerns. Shareholder displeasure was evident at the 2014 annual meeting, with two directors receiving against votes over 40%.

This year, shareholders will weigh the board’s continued response to shareholder initiatives. In December 2014 the board added one new member, Elizabeth Lambert, who is an independent director with a legal background and experience as founder of a hospitality management company. As disclosed in the proxy statement, the board also committed to appointing an independent lead director immediately following the annual meeting. Finally, a shareholder proposal seeking to establish proxy access rights for shareholders holding 3% for 3 years, which has received significant shareholder support at a number of other companies over the past several years, could potentially give shareholders an even greater voice in board nominations.

NABORS INDUSTRIES
NYSE:  NBR        Meeting Date: 6/02/2015

CHENIERE ENERGY
NYSE:  LNG        Meeting Date: 6/11/2015

CAPCOM CO., LTD
TSE:  9697        Meeting Date: 6/12/2015