Shareholders Withdraw Vote for Separating Co-CEO and Chairman Roles

That came out of nowhere. RIM just announced that NEI investments has withdrawn their shareholder proposal. This proposal was asking RIM’s board to separate the roles of Chair and co-CEO at RIM and have RIM appoint an independent CEO. Shareholders were supposed to vote on the proposal at the annual shareholders meeting on July 12th. Turns out NEI and RIM have come to an agreement without a vote,

The compromise according to RIM is that the board will establish a Committee of independent directors whose mandate will generally be to:

• study the appropriate balance between an independent lead director or chair with full and exclusive authority customarily held by such an office holder
• determine the business necessity for RIM’s Co-CEOS to have significant Board level titles to assist their selling and other responsibilities with certain large customers in overseas markets
• propose and provide a rationale for a recommended governance structure for RIM, which will include clarifications of the Co-CEOs and Chair roles, as well as the Board’s mandate.
• The Committee will consult with NEI Investments in developing the specific terms of reference for this mandate and before it issues its report by January 31, 2012. The Board will publicly respond to the recommendations of the Committee within 30 days.

Check out the full press release below:

RIM and NEI Investments Announce Withdrawal of Shareholder Proposal; RIM Committee to Review Matter Raised by Proposal

WATERLOO, ONTARIO–(Marketwire – June 30, 2011) – Research In Motion Limited ("RIM") (NASDAQ:RIMM)(TSX:RIM) and Northwest & Ethical Investments L.P. ("NEI Investments") announced today that, following discussions between them, NEI Investments has decided to withdraw its proposal that was to be considered at the RIM Annual General Meeting. The proposal asked that RIM’s Board of Directors adopt a policy that divides the role of Chair and CEO, and that RIM have an independent Chair. The parties have agreed that RIM’s Board will establish a Committee of independent directors whose mandate will generally be to (i) study the appropriate balance between an independent lead director or chair with full and exclusive authority customarily held by such an office holder, (ii) determine the business necessity for RIM’s Co-CEOS to have significant Board level titles to assist their selling and other responsibilities with certain large customers in overseas markets, and (iii) propose and provide a rationale for a recommended governance structure for RIM, which will include clarifications of the Co-CEOs and Chair roles, as well as the Board’s mandate. The Committee will consult with NEI Investments in developing the specific terms of reference for this mandate and before it issues its report by January 31, 2012. The Board will publicly respond to the recommendations of the Committee within 30 days.
As a result, the proposal will no longer be presented at the Annual General Meeting and no vote will be taken on the proposal at the meeting. RIM and NEI Investments are pleased to have reached an agreement on this matter, and these important issues of corporate governance will receive further consideration at the RIM Board level.

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