It could be a bumpy ride for some of Boeing’s longest serving board members, including chairman Larry Kellner, at the aerospace companies annual meeting April 27.
Two proxy advisers — Glass Lewis and Institutional Shareholder Services – are advising shareholders to vote against key board members to register objections to their handling of the 737 MAX crisis.
Glass Lewis is recommending a vote against Kellner, who is non-executive chairman of the board and a member of the Aerospace Safety Committee and the Audit Committee.
“We believe the audit committee failed to mitigate the risk posed by management’s decisions and should be held accountable for its oversight,” Glass Lewis said in its recommendation.
And Institutional Shareholder Services is recommending votes against Arthur Collins, Edmund Giambastiani, Susan Schwab and Ronald Williams – who had served when the 737 MAX was being developed and rolled out.
“A vote against longtime directors Collins, Giambastiani, Schwab and Williams is warranted due to the board’s failure to exercise sufficient oversight of management strategy and corporate culture,” ISS said in its advisory to clients.
Two other longtime directors, Mike Zafirovski and Edward Liddy, announced in February they would not seek reelection to the board.
ISS also said that a vote for newly named Boeing Chief Executive David Calhoun is “warranted, with caution” and that he will need to show that he can be an “effective leader of cultural change” at the company.
The recommendations were first reported by the Wall Street Journal April 24.
Calhoun, who was serving as chairman of the board, became CEO following Dennis A. Muilenburg’s abrupt resignation on Dec. 23, 2019.
Boeing has been struggling for the past year to get its 737 MAX aircraft flying again. The plane was grounded worldwide in March 2019 following two fatal crashes. The company Proxy advisers recommend how investors should vote in corporate elections and cast ballots on behalf of some asset managers. The role of proxy advisers has gained more attention in recent years as they have grown more influential.