Halliburton Company is catching heat from shareholder activists for holding its meeting in Duncan, Oklahoma, a town of 22,500, instead of Houston as it has done since 2003 (AP article).
“They’re relocating to a city where they don’t actually have to be accountable to their own shareholders,” said Maureen Haver, spokeswoman for the Houston Global Awareness Collective and one of 15 protesters arrested at Halliburton’s meeting last year. “They’re going to a town they have in their pocket.”
Halliburton asserts it is holding its meeting in Duncan â€œbecause we are a company that values our tradition and spirit of innovation — much of which started in Duncan more than 80 years ago.â€? Halliburton currently has manufacturing, technology, and administrative facilities in Duncan which employ 2,400 people. Halliburton announced the location in its proxy materials filed last month, so it is not a last minute change. Additionally, it is common for larger public corporations to hold their meetings in different locations each year. â€œ[D]oing so gives shareholders in different regions of the country the chance to show up and executives the chance to showcase local facilities.â€?
Delaware (Halliburtonâ€™s state of incorporation) allows a board to designate any location of its choosing for the annual meeting, absent a certificate or bylaw provision to the contrary. In fact, since 2000 Delaware has allowed corporations to hold virtual shareholdersâ€™ meetings, i.e., meetings held in cyberspace instead of a physical location.
Only 100 shareholders attended Halliburtonâ€™s meeting last year. However, a number of people were arrested in connection with a sit-in protest. It seems more likely that Halliburton has moved the meeting to Duncan to avoid protests surrounding its controversial war and other activities. However, it may not work.
A group that accuses Halliburton of war profiteering, Oklahoma Veterans for Peace, received a permit for 300 demonstrators outside the meeting at the Simmons Center, a venue Halliburton helped fund. The group’s organizers expect to be joined by anti-globalization activists and other protest groups, including Houston Global Awareness.
I donâ€™t see how exactly the location of a meeting that only a 100 shareholders attended the previous year implicates â€œaccountability to shareholders.â€? Nor do I see the relevance to the issue of the meeting being held in a company town. If shareholders are really concerned about the location of the meeting, one of them should propose an appropriate bylaw amendment pursuant to Rule 14a-8 to remove discretion on the matter from the board.