Read Those Proxy Statements in 2006

Now that the champagne has been uncorked to herald in another year and the streamers, party hats, and confetti have been swept up, many folks get down to the business of assessing their lives and making resolutions focused on their own self-improvement. That's great, and even better if you can stick to them.

If you've sworn to yourself that in 2006, you'll lay off the doughnuts, but you're already finding yourself foraging through the pantry at midnight, maybe you need something to distract you. Sure, you could take note of whether your neighbors are adhering to their newly announced exercise regimen, but instead of taunting them, consider turning your attention to resolutions of another sort -- the corporate kind.

Proxy statements 101
We've all done it -- just tossed those hefty packages mailed to us as investors unopened into the trash. By doing so, we've not only left unread corporate proxy statements -- we may have simultaneously discarded our right to vote as we see fit. Instead, we've given the right to vote our shares over to the board of directors. That's what a proxy really is -- a written power of attorney by which a shareholder authorizes a specific vote. Would you do this with your political ballot?

Proxy statements can certainly be daunting. These usually lengthy documents include information that the Securities and Exchange Commission requires corporations to provide to their shareholders prior to voting by proxy. The information included relates to matters to be voted on at the next shareholders' meeting, typically involving corporate governance and financing issues, such as approval of the board of directors, any proposed new incentive structures, or capitalization plans. In addition, the proxy statement lists all the resolutions to be voted on at the meeting, even those submitted by minority shareholders.

Shareholder resolutions
That's right! Even with your seemingly paltry 100 shares of General Motors (NYSE: GM  ) , you could potentially change the course of your corporation's future. Of course, you'll probably incite management's wrath and the ire of some fellow shareholders, as well. Certain SEC requirements must also be satisfied. To file a shareholder's resolution, you must own at least $2,000 worth of common stock for over one year and comply with procedural and content requirements. Legal advice is often sought to navigate these rules, and you can be sure that patently frivolous or personally vindictive issues will not make it through the process.

A resolution itself contains several statements of purported fact, as well as specifies the desired change in corporate policy or disclosure. At times, the filing shareholder and management may resolve the matter in some fashion prior to the meeting, and the resolution is withdrawn. Other times, management may ask the SEC, at the agency's discretion, to exclude the resolution. If the resolution does make it onto the ballot, the shareholder can present the issue at the meeting and discuss it with management. All eligible shareholders can then vote on the issue either in person at the meeting or by proxy.

And the winner is.
Well, typically, not the shareholder resolution, but there's more to this strategy than simply winning the vote. One of the most important results of a resolution just making it into the proxy ballot is the degree of attention now focused on the matter by various groups -- management, other shareholders, and possibly the media. If certain voting thresholds are attained, then the resolution may be resubmitted the following year.

Meet your shareholder activist
Shareholder activists have traditionally included entities focused on socially responsible concerns. Groups such as Amnesty International USA, the Calvert Group, and the Interfaith Center on Corporate Responsibility (ICRR) are among the social responsibility-oriented groups that often use the shareholder resolution process to advocate for their desired goals.

Amnesty, for example, cites its use of resolutions as instrumental in its ability, together with other investor groups, to engage ExxonMobil (NYSE: XOM  ) , Motley Fool Income Investor pick Alltel (NYSE: AT  ) , and Carlisle (NYSE: CSL  ) in a dialogue in recent years over various issues. In 2005, the human rights organization also introduced a grassroots campaign called "Sharepower," built around shareholder resolutions the group has filed with Chevron (NYSE: CVX  ) and Dow Chemical (NYSE: DOW  ) , aimed at assisting activists in influencing corporations.

Calvert, a financial services company well known for its large family of socially responsible mutual funds and a lead filer of 28 resolutions in the 2004-2005 proxy season, cites heightened support for social and governance resolution stemming from increased shareholder voting. ICCR executive director Sister Patricia Wolf believes a decline in Wal-Mart's (NYSE: WMT  ) share price may possibly fuel increased interest in the five shareholder resolutions, focusing on compensation disparity, public health impact, equal employment opportunity, sustainability, and product safety. The company recently announced that it will file "aimed at reforming Wal-Mart's policies and practices." ICRR has also recently launched a database, "EthVest," available online by subscription, that details shareholder initiatives promoted by faith-based and socially responsible investors.

Greenmailers and others
These days, shareholder activism isn't only being asserted by the SRI types. Hedge funds and institutional investors have also been taking bolder steps in this arena, although usually with different objectives.

In a Jan. 4th article entitled "To Battle, Armed With Shares," The New York Times, owned by New York Times Co. (NYSE: NYT  ) , took note of this development, stating, "Today corporate boards are adjusting to a new reality: The activist investor, armed with a handful of shares and a megaphone, is changing corporate America and the deal-making landscape." The article described the efforts of well-known honchos like Carl Icahn, who has recently pressured Motley Fool Stock Advisor pick Time Warner (NYSE: TWX  ) into a major share buyback, as well as those of lesser-known individual investors and hedge fund managers.

The article points out that the atmosphere brought on by corporate reforms such as Sarbanes-Oxley have aided this movement, with outside directors becoming more questioning and the poison pill takeover defense being weakened. Some question whether this sort of activism is really in the best interests of the corporation, alluding, for example, to a new trend of "deal jumping."

In this kind of situation, activist shareholders are courted by third parties who pursue companies that have already agreed to a sale. The article concludes by stating that shareholder activism of this nature is expected to continue, at least in the short term.

Foolish final thoughts
Agendas differ among today's activist shareholders taking advantage of the resolution process. Whether resolutions concentrate more on long-term policy or on short-term profits, 2006 promises to remain a busy year for shareholder resolutions. That translates to bulkier proxy statements dropped on your doorstep.

Those proxy statements exist for a reason -- they represent an important privilege of share ownership. Exercise your vote according to your own wishes, and you can only know what your opinion is by reading about the issues. Consider making a new new year's resolution to review your proxy statements -- it seems like an easier promise to keep than making do without doughnuts.

Alltel is an Income Investor pick, and Time Warner is a Stock Advisor pick. For a 30-day free trial to the newsletter of your choice, click here.

Fool contributor S.J. Caplan has tossed away many an unread proxy statement, but never an unopened doughnut box. She does not own shares of any companies mentioned in this article. The Motley Fool is investors writing for investors.


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