This is Jon Winkelried, the Chief Executive Officer of a Private Equity fund called TPG:
This picture of Jon and Abby Winkelried was supplied by the Winkelrieds to Vanderbilt University.
At TPG's Annual Meeting held this year on June 5, 2024, the following amendment available on TPG's website, was added to change its Articles of Incorporation. It has the effect of eliminating, wherever possible, the liability of the Directors and Officers to TPG and its stockholders for breach of their fiduciary duties:
“7.1 Limited Liability of Directors and Officers. A director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, respectively, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. All references in this Section 7.1 to “officer” shall have the meaning ascribed to such term in Section 102(b)(7) of the DGCL.”
["DGCL" refers to Delaware General Corporation Law. Here is a link to the Delaware Code provided by the State of Delaware.]
From the perspective of TPG stockholders, the answer to the question posed at the outset had better be "yes."
From the perspective of everyone else, what are you saying?
*Reported by Jeff Sommer, A New Measure Shows C.E.O. Pay at Even More Astronomical Levels, NEW YORK TIMES, online June 7, 2024 (may be behind a paywall).
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