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Ferro Corp. recently announced that it has taken action on three matters involving its corporate governance framework. The Board of Directors has authorized the company to prepare a binding proposal to opt out of provisions of the Ohio Control Share Acquisition Act. The board reportedly intends that the proposal be included in the company’s proxy statement and voted on by shareholders at the 2013 Annual Meeting of Shareholders.
In addition, the board has adopted a majority voting policy for the election of directors. Under the policy, in the event of an uncontested election for directors in which a nominee for director received a greater number of votes “withheld” than votes “for” election, the director would be expected to tender his or her resignation. The Ferro Board of Directors would accept or reject the resignation, taking into account the recommendation of the Governance & Nomination Committee, as well as other relevant information.
The company has also implemented a compensation clawback policy. The policy allows the recovery of compensation from certain current and former key employees, including executive officers, in the event that the company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements and the employees willfully committed an act of fraud, dishonesty or recklessness that contributed to the company’s obligation to prepare the accounting restatement.
For additional information, visit www.ferro.com.