Wachovia’s Board Of Directors Adopt Majority Vote Standard For Director Elections
Wachovia nominates Ernest Rady to join board; Lloyd Noland announces board retirement
February 22, 2006, CHARLOTTE, N.C. – Wachovia Corporation (NYSE:WB) today announced that its board of directors amended the board’s corporate governance guidelines to provide for a majority vote standard in the election of directors. Under the board’s guidelines, any director in an uncontested election who receives more votes “withheld” from his or her election than “for” his or her election would be required to tender their resignation to the board’s corporate governance & nominating committee, which would then recommend to the board whether the resignation should be accepted. This policy would be in effect for Wachovia’s April 18, 2006, annual meeting of stockholders.
In addition, the board also decided that at Wachovia’s 2007 annual meeting of stockholders it will propose, and recommend for approval, changes to Wachovia’s articles of incorporation to remove the classification of Wachovia’s board. If adopted at the 2007 annual meeting, all Wachovia directors would stand for election annually, beginning at Wachovia’s 2008 annual meeting of stockholders.
“These actions, which enhance the board’s solid corporate governance policies and practices, demonstrate the board’s commitment to ensuring its strong accountability to Wachovia’s stockholders,” said Lanty L. Smith, Wachovia’s lead independent director.
“One of Wachovia’s key strategic priorities is to continue to build on our strong foundation of corporate governance and I’m pleased the board supported these actions,” said Ken Thompson, Wachovia’s Chairman, President and CEO.
In other news, the board has nominated Ernest S. Rady to be elected to Wachovia’s board of directors at the company’s 2006 annual stockholders’ meeting, pending completion of Wachovia’s acquisition of Westcorp and WFS Financial Inc. Rady is currently Chairman and Chief Executive Officer of Westcorp and Chairman of WFS Financial Inc.
Also, Lloyd Noland III has announced that he plans to retire from Wachovia’s board prior to Wachovia’s 2006 annual stockholders’ meeting. Noland has served as a member of Wachovia’s board since 2001 and is a member of the board’s Audit Committee.
“Lloyd will certainly be missed by all of our board members,” said Thompson. “He has been a trusted and valued member of our board since the First Union-Wachovia merger and we wish him well during retirement.”
Wachovia Corporation (NYSE:WB) is one of the largest providers of financial services to retail, brokerage and corporate customers, with banking operations from Connecticut to Florida and west to Texas, and retail brokerage operations nationwide. Wachovia had assets of $520.8 billion, market capitalization of $82.3 billion and stockholders’ equity of $47.6 billion at December 31, 2005. Its four core businesses, the General Bank, Capital Management, Wealth Management, and the Corporate and Investment Bank, serve more than 13 million household and business relationships primarily through 3,131 offices in 15 states and Washington, D.C. Its full-service retail brokerage firm, Wachovia Securities, LLC, also serves clients through 719 offices in 49 states, Washington, D.C., and six Latin American countries. The Corporate and Investment Bank serves clients in selected industries nationwide. Global services are offered through 40 offices around the world. Online banking and brokerage products and services also are available through Wachovia.com.
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