Horizon Global’s board of directors has unanimously approved an amendment to its amended and restated certificate of incorporation to immediately declassify its board structure. This amendment is subject to shareholder approval at the company’s 2019 annual meeting and, if approved, all directors will stand for election in 2019 and every year going forward.
The company’s board also unanimously approved revisions to its independent director compensation program to eliminate annual cash retainers. In lieu of annual cash retainers, independent directors will receive equity-based compensation. Further, as a result of this Board action, independent directors will no longer be entitled to individual meeting fees.
“Strong corporate governance is essential for shareholder alignment and the creation of long-term shareholder value,” said John Kennedy, Horizon Global board chair. “The board believes that the annual election of directors and the board’s new equity-based compensation program demonstrates alignment with our shareholders and ensures accountability for our actions. The entire team remains focused on executing our strategic initiatives and driving performance for the long term.”
The full text of the amendment to immediately declassify the company’s board structure will be included in the company’s proxy statement, which will be filed in advance of its 2019 annual meeting and will require the approval of the holders of a majority of the outstanding shares of Horizon Global’s common stock. The company’s 2019 annual meeting will take place June 25.