The legendary founder of the Vanguard Group sounds off on
treating shareholders right, inflated CEO paychecks, and what the fund industry needs to do next.
In no case, except due to an adjustment to reflect a stock split or other event referred to under «Adjustments» below, and except for any repricing that may be approved by
shareholders, will the plan administrator (1) amend an outstanding stock option or stock appreciation
right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation
right in exchange for cash or other awards for the purpose of repricing the award, (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation
right in exchange for an option or stock appreciation
right with an exercise or base price that is less than the exercise or base price of the original award, or (4) take any other action that is
treated as a repricing under U.S. generally accepted accounting principles.
(2) A corporation whose articles or unanimous
shareholder agreement restrict the
right to transfer its securities shall, and any other corporation may,
treat a person referred to in clause (a), (b) or (c) as a registered security holder entitled to exercise all the
rights of the security holder that the person represents, if that person furnishes evidence as described in section 87 of the Securities Transfer Act, 2006 to the corporation that the person is,