Natus Medical to seek shareholder approval of amendment to declassify board
The Board of Directors of Natus Medical announced that it commits to taking certain actions to strengthen the company's corporate governance based on feedback provided during recent meetings with Natus shareholders and the Board's continual consideration of best practices. These commitments include the following: Natus will seek shareholder approval of an amendment to its charter to declassify the Board and eliminate cumulative voting at, or prior to, the 2019 annual meeting of its stockholders. Natus will adopt standard proxy access bylaw provisions in time for use in connection with the 2019 annual meeting.The Natus charter currently provides that the Board is divided into three classes, with directors in each class elected to a three-year term, and also allows shareholders to cumulate votes in the election of directors. If shareholders approve the amendment of the charter to eliminate these provisions, over a phase-in period, directors elected after such amendment will serve for one-year terms, and shareholders will not be able to cumulate their votes for the election of directors. Regarding the proxy access provisions to which the Board is committed, shareholders that meet the eligibility threshold, not to be more restrictive than those owning three percent of the outstanding shares for a three-year period, will be entitled to include in the company's proxy materials director nominees that comprise a percentage of the total number of directors that will not be less than 20%. Fenwick & West LLP is serving as legal counsel to Natus.