Airgas, Inc., James Hovey, Paula Sneed, David Stout, Lee Thomas, John Van Roden, and Ellen Wolf, Plaintiffs And…

Summary

The court held that Airgas's charter language governing its staggered board, although ambiguous on its face, was intended to provide three-year terms for each class of directors. Because the January Bylaw would have advanced the annual meeting and shortened incumbent directors' terms by eight months, it was inconsistent with the charter and constituted a de facto removal without the required supermajority vote. The court therefore reversed the Court of Chancery's judgment upholding the bylaw.