Also announces other corporate governance initiatives
HARTFORD, Conn., October 25, 2002 — Aetna (NYSE: ΑET) announced today changes in the company's corporate governance practices, including termination of its shareholder rights plan.
Dr. John W. Rowe, chairman and chief executive officer of Aetna, said, "At our Annual Shareholders Meeting earlier this year, we said that our board would be reviewing Aetna's corporate governance structure, including the company's shareholder rights plan, and these changes are the result of that review. We believe that the changes announced today are consistent with the progress of our turnaround plan and properly align our corporate governance practices with shareholder interests at this time."
In addition to the previously announced sunset of its classified board in 2004, Aetna announced that its board of directors voted to terminate Aetna's current shareholder rights plan. The plan will be terminated by changing its 2010 expiration date to October 31, 2002, while the board retains the right to adopt a new plan at a future date in the event of changed circumstances.
Aetna's board of directors also voted today to recommend the following changes to the company's Articles of Incorporation and By-Laws, which will be voted upon by shareholders at its 2003 Annual Meeting:
Reducing the vote required for shareholders to approve mergers, consolidations and similar transactions from two-thirds of outstanding shares to a simple majority of outstanding shares.
Granting shareholders the right to call a special meeting with the support of two-thirds of the outstanding shares.
Reducing the vote required for shareholders to amend certain portions of the Company's By-Laws from 80 percent of outstanding shares to two-thirds of outstanding shares, consistent with the level of shareholder support necessary to call a special meeting.
Aetna is one of the nation's leading providers of health, dental, group life, disability and long-term care benefits, serving 14.4 million health care members, 11.9 million dental members and 12 million group insurance customers as of June 30, 2002. The company has expansive nationwide networks of more than 527,000 health care services providers, including over 321,000 primary care and specialist physicians and 3,300 hospitals. For more information about Aetna, please visit the company's
website at www.aetna.com.