Making Corporate Housecleaning Easier in 2012

A shareholder trend is building well ahead of the 2012 proxy season. Activist investors are already filing proxy access resolutions at some major public companies such as Hewlett-Packard (NYSE: HPQ  ) . Needless to say, this controversial action isn't exactly welcomed by many in the business community.

"Proxy access" refers to allowing shareholders, under certain conditions, to nominate their own directors to companies' boards without having to launch a costly proxy fight to replace incumbents. This is a right many corporate managements and boards don't want shareholders to have.

Holding HP accountable
From the investor perspective, Hewlett-Packard has been a big mess in recent years. Even before the company let go of CEO Leo Apotheker -- named one of The Worst CEOs of 2011 by Fool Sean Williams -- and brought former eBay (Nasdaq: EBAY  ) CEO Meg Whitman on board, Hewlett-Packard shareholders have been seeking change.

For example, a majority of Hewlett-Packard shareholders voted down the company's pay policies last year in their first say-on-pay vote. Yet that didn't stop Apotheker from receiving a handsome golden parachute despite his short tenure and the declining fortunes at the firm.

Now, Amalgamated Bank (a labor investor) has filed a nonbinding resolution at the tech giant, requesting that the board amend the company's bylaws to allow shareholders who hold 3% of shares for three years to nominate directors (not to exceed a 25% threshold of board seats).

According to proxy advisory firm Institutional Shareholder Services, 43% of HP shareholders voted for a similar resolution in 2007; given what's transpired since, there's a good chance this resolution could gain majority support in 2012. After all, it might be nice to have the power to more easily clean out the fumblers on HP's board, wouldn't it?

'Tis the season
Hewlett-Packard is one of the higher-profile targets of such proposals so far, but it's not the only one; so far, 15 proxy access resolutions are planned for the 2012 proxy season.

Public pension funds from five states have taken aim at Nabors Industries (NYSE: NBR  ) , for example. Nabors Industries recently made news because of its insane $100 million golden parachute for its CEO who hasn't actually even entirely left the company, but instead has experienced a "role change" to chairman. Even prior to that headline-grabbing outrage, shareholders have been agitating for better governance policies at Nabors.

Shareholders led by investor activist Ken Steiner have filed proxy access proposals at MEMC Electronics (NYSE: WFR  ) and Textron (NYSE: TXT  ) as well.

Several shareholder activists plan proxy access resolutions that contain less stringent requirements for shareholders to gain access. Jim McRitchie plans a low-threshold proxy access proposal aimed at investment banking giant Goldman Sachs (NYSE: GS  ) and John Chevedden's proposal targeting Chiquita Brands (NYSE: CQB  ) requests proxy access for shareholders who own 1% of shares for two years.

The ongoing battle for access
Proxy access rules have been a bone of contention for years. Recently, the Securities and Exchange Commission's own proxy access rule was shot down by a federal court after the U.S. Chamber of Commerce and the Business Roundtable sued to overturn it. It's hardly surprising the business lobby would push back against a shareholder-friendly rule that would make nominating new directors as easy as printing the new nominees' names directly on company proxy ballots.

The SEC won't appeal the court's ruling, but for now will let these proxy access resolutions play out on a case-by-case basis. SEC head Mary Schapiro also says rewriting the rule in the future isn't out of the question, and she claims to "remain committed to finding a way to make it easier for shareholders to nominate candidates to corporate boards." This is good, since many saw the SEC under former Chairman Christopher Cox as more business-friendly than shareholder-friendly, even though the SEC is supposed to advocate for investors.

For the time being, thank your friendly investor activists for filing proxy access proposals, and be sure to vote in favor of them should they crop up on your proxy ballots. Corporate boards and misbehaving management teams might suddenly find ample incentive to clean up their acts if they realize they might get cleaned out by shareholders who are fed up with sloppy performance.

Check back at Fool.com every Wednesday and Friday for Alyce Lomax's columns on environmental, social, and governance issues.

Alyce Lomax does not own shares of any of the companies mentioned. The Motley Fool owns shares of Textron and Chiquita Brands International. Motley Fool newsletter services have recommended buying shares of Goldman Sachs and eBay, as well as writing puts in eBay. Try any of our Foolish newsletter services free for 30 days. 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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Help us keep this a respectfully Foolish area! This is a place for our readers to discuss, debate, and learn more about the Foolish investing topic you read about above. Help us keep it clean and safe. If you believe a comment is abusive or otherwise violates our Fool's Rules, please report it via the Report this Comment Report this Comment icon found on every comment.

  • Report this Comment On December 15, 2011, at 4:26 PM, corpgov wrote:

    Alyce,

    Thanks for getting the word out on these important developments. Readers should keep in mind that these measures only have the possibility of being enacted if they vote in favor of them. Even if they vote in favor, most of the proposals are precatory or of an advisory nature. The board can implement them or not and can change the terms.

    If we somehow make it through those barriers AND enough shareowners can agree on candidates, we will still need to get a majority of shares voted in favor... often very difficult at companies where the CEO or their friends and family own a substantial portion of the share. Of course, there are also a lot of mutual funds, foundations, etc. who routinely vote blindly with management.

    The Motley Fool is one of the only forums for shareowners that actually pays attention to governance issues. Keep up the good work.

  • Report this Comment On December 16, 2011, at 7:29 AM, skypilot2005 wrote:

    Alyce,

    Thanks for keeping this important issue in front of us.

    and...

    Happy Holidays

    Sky Pilot

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