Nearly 180 shareholder proposals will come to a vote at 102 U.S. companies holding shareholder meetings between May 1 and May 15. Of these proposals, 35% relate to social and environmental issues (including, among others, climate change, sustainability, and political contributions); 25% deal with takeover defenses (eliminate classified boards, eliminate supermajority vote, allow shareholders to all special meetings); 20% are compensation related (say on pay, equity retention); and 20% board-related matters (majority vote to elect directors, appoint independent board chairs).
Allie Monaco of Manifest’s US partners, Proxy Governance reviews the notable meetings and proposals in the first two weeks of May.
|
Company |
Meeting |
Proposal |
Note |
|
CBL& Associates Properties Inc |
3-May |
Declassify board |
Proposal received 73% support at last year’s meeting, with the board recommending against. The board makes no recommendation this year |
|
Earthlink Inc |
4-May |
Internet and Human Rights |
While focus is on China, proposal broaches issue of Internet freedom of speech domestically |
|
Gannett Co |
4-May |
No tax gross-ups |
Similar proposal received support from 48% of the votes cast last year |
|
AutoNation Inc |
5-May |
Independent chair |
Rotating presiding director, and 47% shareholder |
|
Special meeting by shareholders |
Shareholders do not currently have the right to call special meetings |
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|
Mod Pac Corp |
5-May |
Eliminate dual class |
Class B common shares, which carry 10 votes per share, represent 18% of outstanding equity but control 69% of the voting power |
|
Pepsico Inc |
5-May |
Lobbying Priorities |
Questions Pepsi’s support of organizations that promote same-sex marriage |
|
Charitable Activities |
Raises concern Pepsi’s advocacy is swayed by political correctness and anti-business activists |
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|
Special meeting by shareholders |
Shareholders representing 20% of the outstanding shares may call a special meeting |
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|
Sandy Spring Bancorp Inc |
5-May |
Declassify board |
Board makes no recommendation; its own 2008 proposal to declassify failed to attain the 80% support required |
|
Astronics Corp |
6-May |
Eliminate dual class |
Supervoting shares control 71% of voting power with just 21% of the equity |
|
Duke Energy Corp |
6-May |
Majority vote for directors |
Company has a director resignation policy coupled with a plurality vote standard |
|
Stock retention |
CEO is compensated entirely with long-term incentives |
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|
Global Warming Related Lobbying |
Proponent argues company’s support of a cap-and-trade carbon regulation hurts shareholder value |
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|
Eastman Chemical Co |
6-May |
Declassify board |
Similar proposal received 59% of the votes cast in 2008; no proposal in 09. Company has been responsive — proposal to allow shareholders to call special meetings after majority support last year |
|
Fluor Corp |
6-May |
Independent chair |
Member of founding Fluor family serves as lead director |
|
Mirant Corp |
6-May |
GHG Reduction |
42% support last year (a record for a climate resolution); 2010 proposal more ambitious. Company recently announced merger with another large coal-fired generator |
|
Union Pacific Corp |
6-May |
Independent chair |
Appointed lead independent director last year |
|
Eliminate supermajority vote |
Supermajority vote requirement to remove directors |
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|
Verizon Communications Inc |
6-May |
Succession planning policy |
1st year SEC allows proposal, from the Laborers Pension Fund |
|
Stock retention |
Retain 75% of the shares acquired through compensation plans for two years following the termination of employment |
||
|
Shareholder Approval of Death Benefits |
Company does not maintain an employment agreement with CEO, death will trigger only additional payout of life insurance. Similar proposal last year received 36% of votes cast |
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|
Pay for performance |
All future performance share units vest and become payable only if TSR equals or exceeds the median performance of a peer group |
||
|
Special meeting by shareholders |
Board amended bylaws to provide that any single 10% shareholder or multiple shareholders who together own at least 25% of the shares may call special meetings – however, also imposed overly strict limitations on the ability to call the meeting |
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|
Crosstex Energy Inc |
7-May |
EEO Policy to Include Sexual Orientation |
Company is externally managed and has no employees |
|
Goldman Sachs Group Inc |
7-May |
Independent chair |
Company increasingly faces strategic challenges that might benefit from independent board leadership |
|
Over-the-Counter Derivatives Trades |
Reputational challenges and credibility concerns facing the bank warrant a more proactive response |
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|
Stock retention |
Retain 75% of the shares acquired through compensation plans for two years following the termination of employment |
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|
Occidental Petroleum Corp |
7-May |
Majority vote for directors |
Incumbent directors received opposition votes of 27% – 30% last year |
|
Independent chair |
Lead director has served on board for 27 years |
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|
No accelerated vesting in CIC |
Value of accelerated vesting of CEOs long-term awards is $81 million |
||
|
Increasing Security of Chemical Facilities |
Concerns over preparedness for risk of a terrorist attack at company chemical facilities |
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|
Environment and Human Rights |
Proponent highlights company’s checkered history in Peruvian Amazon |
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|
Special meeting by shareholders |
Shareholders representing 25% of the outstanding shares to call a special meeting |
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|
3M Co |
11-May |
Special meeting by shareholders |
Shareholders representing 25% of the outstanding shares to call a special meeting |
|
Belo Corp |
11-May |
Declassify board |
Directors and executive officers control 60% of the voting power through their ownership of supervoting Series B shares (10 votes per share) |
|
Pinnacle Entertainment Inc |
11-May |
Say on pay |
AFL-CIO has filed an opposition proxy card to solicit votes in favor of this proposal |
|
Sprint Nextel Corp |
11-May |
Say on pay |
Overhaul of management team drove up pay; however, compensation has declined in subsequent years for incoming executives |
|
Written consent by shareholders |
Board implemented shareholder right of 10% of shares to call special meetings, after a shareholder resolution on the issue won 78% support last year |
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|
Waste Management Inc |
11-May |
Political contributions |
Company does not adequately disclose its political contributions or its policy on political contributions to shareholders |
|
Special meeting by shareholders |
Shareholders do not currently have the right to call special meetings |
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|
American Intl Group Inc |
12-May |
Adopt cumulative voting |
Company already has a majority vote standard, though U.S. government controls nearly 80% the voting power |
|
Stock retention |
Board argues considerable constraints from Pay Tzar already sufficient |
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|
Political Activities |
New proposal asks for an annual vote on political contributions |
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|
CVS Caremark Corp |
12-May |
Principles to Stop Global Warming |
New AFL-CIO proposal to support domestic and international action to stop global warming |
|
Political contributions |
Proposal received 40% support last year |
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|
Pultegroup Inc |
12-May |
Majority vote for directors |
Directors did not receive majority support at last year’s meeting, and shareholder proposal to eliminate classified board received majority support for three consecutive years. Proxy contest reimbursement proposal designated as ‘Key Vote’ by AFL-CIO |
|
Independent chair |
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|
Stock retention |
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|
Say on pay |
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|
Pay for performance |
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|
Proxy contest reimbursement |
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|
Qwest Communication Intl Inc |
12-May |
Independent chair |
Performance concerns and history of high compensation |
|
Say on pay |
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|
Pay for performance |
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|
Special meeting by shareholders |
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|
Vornado Realty Trust |
13-May |
Majority vote for directors |
Shareholder proposal to adopt majority voting in director elections has received majority support for three consecutive years. Company has not addressed. Shareholder proposal for independent board chair received 40% of votes cast last year. |
|
Independent chair |
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|
Declassify board |