May 28, 2020
Dear TG Therapeutics, Inc. Shareowner:
Support Shareowner Proposal #4 Requesting Majority Vote
We urge shareowners to support proposal #4 at the company’s June 18, 2020 Annual General Meeting. As of record date April 20, 2020, CalPERS owned approximately 190,000 shares of TG Therapeutics, Inc. common stock. As a
long-term shareowner of the company we ask that you support our non-binding shareowner proposal requesting the Board of Directors amend the company’s governing documents to allow for a majority voting standard in director elections, while retaining a
plurality vote standard for contested director elections.
Majority Vote for Director Elections is Becoming Widely Accepted
Plurality voting is rapidly being replaced with majority voting in uncontested director elections as a growing number of large companies have adopted it as a corporate governance best practice. Approximately 88% of the companies in the S&P 500
and 51% of the companies in the Russell 3000 have adopted some form of majority voting – an indication of the current direction of good corporate governance.
A Plurality Vote Standard Disenfranchises Shareowners
CalPERS believes that a plurality voting standard effectively disenfranchises shareowners when directors run unopposed. Under the existing plurality standard, uncontested director nominees can be elected with a single “For” vote, leaving votes
“Withheld” with no legal effect whatsoever. While under the CalPERS majority vote request, director nominees would need to be elected by the affirmative vote of a majority of shares represented and voting at a duly held meeting. Majority voting would
give shareholders a meaningful voice in determining who will represent them on the board.
Support Proposal #4 requesting Majority Vote for Director Elections
We believe a majority vote standard is essential to a sustainable system of governance that fosters director accountability and long-term value creation. Fully accountable governance structures through the adoption of majority vote should be in
place to offer shareowners a meaningful voice in the director election process. Please vote “FOR” shareowner proposal #4. Should you have any questions please feel free to contact Todd Mattley, CalPERS Associate Investment Manager at Engagements@calpers.ca.gov or
Thank you for your support.
Investment Director, Global Equity
CalPERS Investment Office