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Foreshadowed Losses You Shouldn't Ignore

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This proxy season's seen no shortage of dramatic doings. Shareholders recently used their ballots to voice displeasure with CEO pay plans at both Motorola (NYSE: MOT  ) and Occidental Petroleum (NYSE: OXY  ) . But the battle's not over.

In the last several days, several shareholder resolutions at high-profile corporations went down in defeat. The investors who stuck with management's status quo may regret their decision, however, when their votes lead to greater dangers down the road.

Same story, different day
Even as many financial companies' chieftains draw public scorn, JPMorgan Chase's (NYSE: JPM  ) Jamie Dimon still enjoys a reputation as an exemplary leader. So when a Calpers-backed shareholder proposal suggested that JPMorgan separate Dimon's roles of chairman and CEO at the company, only 33.9% of shareholders voted for it. Dimon's not the only bank boss breathing easier; Morgan Stanley (NYSE: MS  ) shareholders rejected a similar proposal.

In another high-profile vote, Massey Energy (NYSE: MEE  ) shareholders narrowly defeated dissident shareholders' attempts to oust three members of the mining company's board of directors. Massey directors Richard Gabrys, Dan Moore, and Baxter Phillips won with 55.4%, 55.1%, and 57.8% of votes cast, respectively. The company held its annual shareholder meeting just a few weeks after a disaster at a Massey-run mine killed 29 workers.

In a small step in the right direction for corporate governance proponents, though, Massey did decide to implement majority voting, with 63.91% of votes cast in favor of the proposal. It also agreed to hold annual elections of directors. These factors may have helped the directors squeeze out an unexpected reelection.

(Wondering why "majority voting" matters? Most corporations instead use the travesty known as plurality voting, which allows an uncontested director to be reelected by the vote of a single share. If that seems fishy to you, it is.)

Drama and trauma
Annual meetings, including the aforementioned JPMorgan and Massey affairs, have ginned up unusual amounts of drama this year, complete with actual protesters and considerable shareholder ire.

Despite the tumult, this season has been a mixed bag for corporate governance proponents. The CEO-pay smackdowns at Motorola and Occidental are heartening (and historic), but some of the defeats mentioned above seem a bit disappointing.

Shareholders have every right to vote however they wish. But their decision to march in lockstep along with management, and ignore corporate governance, could be a huge mistake. Investor proposals from activist shareholders often address very real problems; neglecting those issues could ultimately come back to bite shareholders where the sun don't shine.

An ironic and tragic example
In April, BP (NYSE: BP  ) shareholders defeated several proposals from activist investors. One concerned Canada's Sunrise oil sands development, which the group claimed was more expensive and environmentally damaging than conventional methods. A proposal criticizing BP CEO Tony Hayward's sizable compensation increase was also shot down.

The Deepwater Horizon disaster occurred on April 20, just days after the meeting. In its wake,  shareholders who voted against those proposals may regret their decisions. BP's shameful lack of adequate disaster response or planning (and Hayward's frequently astoundingly callous comments) suggests that the activists had very legitimate points on those issues.

In early May, a representative of one activist group involved with the BP shareholder proposal said in response to the disaster: "As with oil sands, the technology for deepwater drilling has not caught up with the potential environmental impact. This disaster means socially responsible investors may well end up putting deepwater drilling in the same category as oil sands."

BP shareholders have now experienced the worst and most jarring wake-up call of all: a truly tragic disaster of epic proportions. Whether or not shareholders agree with many activist shareholders' stances, I've long believed that they ought to at least hear the dissidents out. Many shareholder proposals represent issues about which their companies' customers care deeply. If nothing else, they can herald public relations problems on the horizon.

Ignoring the urgent need for good corporate governance principles only increases the risk of future calamity. Hopefully, more shareholders will realize that they can push for far happier endings for their long-term investments.

Check back at every Wednesday and Friday for Alyce Lomax's columns on corporate governance.

Alyce Lomax does not own shares of any of the companies mentioned. The Fool has a disclosure policy. Try any of our Foolish newsletters today, free for 30 days.

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  • Report this Comment On May 24, 2010, at 4:25 PM, lemoneater wrote:

    Thanks very much for another informative article about shareholder influence and company ethics. I hadn't heard the term "plurality voting" before-- sounds dodgy. I see that you are still keeping up with what happens at Massey Energy. I appreciate your efforts to make companies more accountable. Have a great evening!

  • Report this Comment On May 24, 2010, at 5:48 PM, TMFLomax wrote:

    Thanks for reading, lemoneater! And yeah, plurality voting is dodgy indeed. Hopefully more corporations will adopt majority voting!


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