Sara Lee Corporation Amends Stockholder Rights Plan.
In addition, Sara Lee amended its Corporate Governance Guidelines to add a policy that the board of directors will obtain stockholder approval prior to the adoption of a new stockholder rights plan. However, the board may act on its own to adopt a stockholder rights plan if, at the time, a majority of the independent directors believes adoption of a stockholder rights plan without prior stockholder approval is in the best interests of Sara Lee and its stockholders or is otherwise required by the their fiduciary duties.
The amended Corporate Governance Guidelines also provide that if a future stockholder rights plan is adopted by the board without stockholder approval, the board's policy will be to submit the plan to stockholders for ratification within 12 months. If stockholder approval is not obtained, the stockholder rights plan will terminate promptly after the vote has been certified.
"Given today's corporate governance environment, the board firmly believes these are the right actions to take," said Brenda C. Barnes, chairman and chief executive officer, Sara Lee Corporation. "In addition, these steps allow us to be responsive to our stockholders' requests expressed at the company's 2005 annual meeting."
Sara Lee Corporation (www.saralee.com) is a Chicago-based global manufacturer and marketer of high-quality, brand-name products for consumers throughout the world. In February 2005, the company began executing a bold and ambitious multi-year plan to transform Sara Lee into a company focused on its food, beverage, and household and body care businesses around the world. As part of its transformation plan, Sara Lee will drive growth in its key categories via such strong brands as Ball Park, Douwe Egberts, Hillshire Farm, Jimmy Dean, Kiwi, Sanex, Senseo and its namesake, Sara Lee.