It was a big poke in the eye for the Comcast board, and a surprise at a company where CEO Brian Roberts controls 33% of the voting shares. The owner of NBCUniversal disclosed today that shareholders yesterday cast more than 186.5M votes in favor of a management-opposed resolution calling on Comcast to seek shareholder approval before reinstating an anti-takeover plan called a poison pill which expires in November. Supporters say that shareholders could benefit if an outside company made a high offer to buy Comcast, even if management opposed a deal. A poison pill would block a hostile takeover by flooding the market with Comcast shares, making the acquisition uneconomical. ISS Proxy Advisory Services urged investors to support the resolution, saying that poison pills typically just entrench management and leave shareholders with “minimal say in the governance of the company.” Supporters also say that there’s little risk of a hostile takeover at Comcast considering how many votes Roberts controls. That carried the day as just 171.4M votes — presumably including those cast by Roberts — supported the company’s view that the poison pill would benefit shareholders. The board says that it allows management to “preempt the use of coercive takeover tactics” and seek the highest possible price from a potential acquirer. The shareholder vote is not binding on Comcast, although the board would raise a lot of people’s hackles if it ignored the results.
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