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Last fall, we issued a shareholder call to arms -- a community campaign to win individual investors more influence on Wall Street.
Since then, we've received hundreds of emails from you in support of shareholder rights, and followed the progress of the Shareholder Bill of Rights legislation, submitting testimony to the House Financial Services Subcommittee, getting answers from White House officials to questions you submitted about Wall Street reform, and using our bully pulpit to keep the issues that directly affect our portfolios in the spotlight and on Washington's agenda.
We were so close, Fools. The Shareholder Bill of Rights is now officially on the record and up for a vote, having made its way into the financial regulatory bills in the House and Senate. Earlier this month, a conference committee of key legislators began meeting to decide exactly what would be included in the final bill.
The signs were promising. All they had to do was hash out a few minor nuanced differences between the House and Senate versions of the bill. It looked like most of the provisions that we supported were going to get the "all clear" from the legislators hammering out the final details.
Good thing we didn't uncork the champagne yet.
Surprise! Shareholder rights may still get shafted
Now it appears that two of the most important provisions are being completely defanged. One puts an end to Wall Street's dictatorial board-of-director voting rules, and another would let shareholders nominate candidates to the board.
While these are just two of the provisions of the larger Shareholder Bill of Rights -- the others are say on pay, splitting chairman/CEO roles, establishing risk committees, and giving the SEC the power of enforcement -- they're the backbone of this legislation. But the talks taking place now threaten to leave us with a bill with hardly any spine.
Why majority voting matters
At stake is a provision that would require companies to follow "majority voting" policies. Simply put, that means a director must receive the majority of shareholder votes in order to represent shareholders on a company's board of directors. It's the kind of system that investors might assume was standard, and while names like Chevron (NYSE: CVX ) , E*TRADE (Nasdaq: ETFC ) , IBM (NYSE: IBM ) , and General Electric (NYSE: GE ) have majority voting rules, it's an embarrassment that only two-thirds of S&P 500 companies actually require that a majority of shareholders approve their representatives on the board.
Mandating majority voting would put an end to the alternative practice of using "plurality voting," whereby a director can be elected with a single vote, even if it's his or her own. This practice -- common among small- and mid-cap companies -- leads to high-powered corporate cliques controlling the voting process, thus ensuring job security for themselves and their cronies, regardless of job performance. As of late 2009, a record 93 board members up for reelection at companies like Pulte Homes (NYSE: PHM ) failed to receive a majority vote. Not one of them stepped down, because their companies didn't have majority voting rules.
Why we care about proxy access
For years, public companies counted on investor apathy during proxy season (where ballots are sent to shareholders to vote on company issues like electing directors, choosing auditors, acquisitions, and sales). Most of these statements were tossed in the trash (or the recycling bin), giving executives carte blanche to rubber-stamp their bad behavior.
That was before the financial crisis. Now investors like us are reading the fine print and exercising our right to weigh in on how the companies in our portfolios run their businesses. Needless to say, CEOs aren't too fond of the increased scrutiny.
Since the board of directors is supposed to represent us shareholders, it makes sense that we should be able to nominate our own candidates. Unfortunately, the CEO often gets to choose who will compete for the board that is supposed to oversee him or her. It's a joke of a system. That's why last year, only 39 board members had to run against anyone at all. It's easy to see why shareholders are turned off, when their choices between candidates are the CEO's pick and ... no one else.
Both the House and Senate passed rules affirming the SEC's right to let shareholders nominate candidates to the board. But last-minute arm-twisting by well-connected lobbyists inserted a rule into the bill that requires a group of shareholders to own more than 5% of the company before they could even nominate a candidate. Even huge pension funds typically hold no more than 0.3% to 0.5% of large and medium-sized companies, so it's impossible to picture that happening very often.
As lawmakers hose down the Shareholder Bill of Rights, we've got to ask: Exactly what rights do shareholders gain from a Shareholder Bill of Rights that allows these inane practices to continue?
Don't let Washington wimp out on us
We cannot allow legislators to kill shareholder rights. Remember, this is our bill, Fools. It was intended to protect the rights of investors who buy stocks to become part-owners of businesses we believe in. We must tell our representatives that the 11th-hour under-the-radar revisions are unacceptable.
We think Frank and Kanjorski are sympathetic, so it's important to remind them to support us. It's likely that Jarrett is the person who's fighting against shareholder rights on behalf of CEOs.
We've set up a petition that registers our opposition to these changes, and put together a list of key committee members and their contact information. We urge you to add your name to the list (a note in your name will be sent to committee members; we will not save your contact information) and then reinforce your support with a phone call to Washington.
As owners of the companies in which we invest, it's time for us to demand the authority to weigh in on how they are run. Please take one minute right now to sign the petition and make that call.
Thank you for joining the community of Motley Fools to tell Washington what rights investors must be given in the final version of the Shareholder Bill of Rights. We want Washington to hear us loud and clear, so take a minute to call a few of these key committee members listed below. Simply tell the person who answers that as a voter (and a Motley Fool!), you want the shareholder protections in the financial reform bill to include mandated "majority vote" board member elections, and you want to kill the completely unreasonable 5% threshold for proxy access.
(ask to be connected to Valerie Jarrett or leave a message) (202) 456-1414
Rep. Barney Frank (202) 225-5931
Rep. Paul Kanjorski (202) 225-2511