Shareholders Spring Into Action

Snow and ice may still cover much of the United States, but the first metaphorical green shoots of this year's proxy season already herald fertile ground for vocal shareholders.

Let the defiance commence
The Dodd-Frank Act requires that public companies hold say-on-pay votes at their 2011 annual meetings, as well as "say when" votes, in which shareholders state their opinion on how frequently to vote on the issue going forward. Among other organizations, RiskMetrics is closely tracking these developments.

In the first such "say when" vote for an S&P 500 company, shareholders shot down Monsanto (NYSE: MON  ) management's recommendation for triennial voting; a resounding 62% demanded an annual vote instead. Although their preference was non-binding, Monsanto has indicated it will comply with shareholder wishes.

Shareholders at Costco (Nasdaq: COST  ) and Johnson Controls (NYSE: JCI  ) have also pushed back against management's wishes and supported annual advisory votes.

In another dramatic development, not only did shareholders reject Jacob Engineering's (NYSE: JEC  ) recommendation for triennial votes, but they also delivered a sharp rebuke of the company's compensation scheme. Specifically, 67% of shareholders favored annual votes on compensation, and 53.7% of shareholders opposed management's compensation.

The season's heating up
A group of 39 institutional investors recently issued a public call for corporations to support annual advisory votes on executive compensation. This group, which includes large investors like CalPERS, Calvert Asset Management, and Pax World, represents about $830 billion in assets.

Furthermore, big mutual funds like Vanguard, State Street, Fidelity, and Putnam have indicated they support annual frequency.

This week, the Wall Street Journal reported that Wall Street pay reached a record-breaking $135 billion in 2010 -- interesting timing, given the current spotlight on "say on pay." The article specifically mentioned a 67% increase in total compensation for Bank of America's (NYSE: BAC  ) CEO Brian Moynihan, and a tripled salary for Goldman Sachs' (NYSE: GS  ) head Lloyd Blankfein, as well as a 40% increase in his stock-based bonus.

These companies are responding to regulatory and shareholder scrutiny by using more deferred compensation and other ways to try to convince shareholders they've got an eye on long-term performance. Shareholders don't seem to be buying it. Big banks' reputations aren't out of the woods yet, given recent reminders of 2008's ugly and avoidable financial crisis.

A great, even historical, time to be an investor
Proxy season is no longer solely of interest to hardcore SEC filings geeks. Shareholders are gaining a greater voice than ever before, and it looks like corporate managers and boards will increasingly hear that the status quo is no longer good enough. The calendar may still insist that it's winter, but for investors, it's starting to feel like springtime.

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

Costco is a Motley Fool Inside Value pick and a Motley Fool Stock Advisor recommendation. Motley Fool Options has recommended a synthetic long position on Monsanto. The Fool owns shares of Bank of America and Costco, and also has a short position on Bank of America through a separate account in its Rising Stars portfolios. Try any of our Foolish newsletter services free for 30 days.

Alyce Lomax does not own shares of any of the companies mentioned. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.


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  • Report this Comment On February 03, 2011, at 9:50 AM, JSniden wrote:

    Speaking of shareholders, Occidental Petroleum shareholders Ralph Whitworth and Calstrs are unhappy with the current Occidental Petroleum CEO payment scale. I read that Ray R. Irani surpassed the official age of retirement for the company, which is 75 and has been the third highest paid executive despite being paid three times the normal annual salary of other oil executives. http://www.zimbio.com/CEO+Ray+Irani/articles/y93WuQV7Np4/Fra...

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