Shareholders Take Action

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When it comes to how companies we invest in are run, we shareholders often feel powerless. After all, we reason, we only own a handful of shares. That's not entirely illogical thinking. Those shareholders with millions of shares, such as institutions (mutual funds, pension funds, etc.), do get a little more attention than we do. Still, we do have some power and lately we're using it more and more.

The Milwaukee Journal Sentinel recently reported on how shareholders are increasingly "fed up" with "corporate corruption, exorbitantly paid executives and mutual fund malfeasance" and want answers on "issues ranging from executive pay packages to director independence to why the company has a corporate plane and who uses it."

While we may imagine that the annual meeting is the place to take action, it's really not. The best way to try to bring about some results is to work between meetings, gathering with allies and planning strategies and taking action -- all year long. Shareholders can make proposals, for example. All it takes for you to have the right to do so is your owning more than $2,000 worth of company stock for at least a year. Typically, there's a deadline for getting proposals filed in order to be on the agenda for the next annual meeting. Look for the next deadline in the annual proxy report that usually accompanies your annual report.

The year 2004 looks like it may break records, in terms of numbers of shareholder proposals. According to data from the Investor Responsibility Research Center, there were nearly 1,100 shareholder proposals on proxies of U.S. public companies as of March 26. Compare that with roughly the same number for all of last year and this year does look more active.

Some recent shareholder proposals have been filed with companies such as Southern Company (NYSE: SO), Delta Air Lines (NYSE: DAL), Kohl's (NYSE: KSS), Apple (Nasdaq: AAPL), Merrill Lynch (NYSE: MER), Cendant (NYSE: CD), and Wal-Mart (NYSE: WMT).

If some other shareholders make a proposal that gets voted on, then small investors like us can vote on them. We can also find out how many institutions have voted -- the Securities and Exchange Commission is now requiring funds and many investment managers to reveal in August how they voted.

The Journal Sentinel added that, "The Securities and Exchange Commission has also proposed a Security Holder Director Nominations rule, also known as the proxy access rule. The new rule would allow investors or groups of investors that own more than 5% of a company's stock to nominate a certain number of directors if specific triggers were tripped. For instance, one trigger could be if at least 35% of the vote was withheld for one director nominee."

This new proposed rule has been praised by shareholder advocate Nell Minow, who said that it is "the single most important shareholder issue in the history of the SEC: making it possible for shareholders to nominate their own candidates for the board of directors."

Learn more about the rule at the SEC website (click on Proposed Rules and look for one from Oct. 14).

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Longtime Fool contributor Selena Maranjian does not own shares of any companies mentioned in this article.