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Resolved: A Question of Board Resignation

Taub Stephen | August 14, 2007

For perhaps the first time since the majority vote movement took off two years ago, a company has refused to accept the resignation of a director who failed to receive the necessary votes to be re-elected to the board.

Shareholders at Gen-Probe, a maker of medical diagnostic equipment with a $3.4 billion market capitalization, cast 70 percent of their votes against director Mae Jemison’s nomination at the company’s May 31 meeting. When results were announced in July (32 million votes against, 13.2 million in favor), Jemison immediately tendered her resignation in accordance with Gen-Probe’s bylaws.

Gen-Probe’s nomination and governance committee, however, refused to accept Jemison’s resignation. In a July 18 regulatory filing, the committee said the circumstances that led to the shareholder vote against Jemison—primarily discontent with her poor attendance at board meetings—were an aberration she could remedy in the future....

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