Hilton Shareholders Back Board Independence Plan

Hilton Hotels Corp. shareholders Thursday backed a nonbinding proposal urging the board to require that two-thirds of directors be independent.

More than 54% of shares were voted in favor of the proposal by the Hotel Employees and Restaurant Employees International Union, an affiliate of the AFL-CIO. The Hilton board opposes the measure.

Hilton promised to review the issue.

“Our board takes the views and wishes of our shareholders very seriously, and the board will meet in due course to consider the proposal and discuss the appropriate courses of action,” said Marc Grossman, a spokesman for Beverly Hills-based Hilton.

The union had argued that the board was not independent by standards of some shareholder watchdogs and that an independent supermajority would put Hilton in the vanguard of corporate governance reform.

Its proposal also called for stricter standards of independence than the company uses.

Hilton had said in its proxy that a majority of its directors were independent according to company standards, which were stricter than those required by the New York Stock Exchange.

The proposal would force it to dismiss qualified directors or expand the board to an unwieldy size, the board said in its proxy materials for the meeting.

Shareholders failed to pass a proposal to elect all directors each year, with 47% of shares backing that plan.