As executive scandals mount at companies across the country, shareholders are demanding a larger stake in how their companies are run. From hedge funds and mutual funds to individual and outside activists, the true owners of these companies are looking for a bigger say.
Scandal didn't motivate three shareholder proposals at Goodyear's (NYSE:GT) annual meeting this year -- just better executive pay practices and the catchall "good governance." Unfortunately, all three measures were defeated.
Goodyear today is a very different company than just a few years ago. Streamlined, at times profitable, and focused on its core tire business, Goodyear is no longer considered as financially unstable as other rivals. Cooper Tire (NYSE:CTB) has just made a turnaround -- maybe -- while foreign competitors like Michelin and Pirelli are facing their own brand of issues.
To help bail out the company from its once-dire financial straits, Goodyear's unions have been asked to give up or give back a lot of the pay and perks they've won over the years. Even if the rich union benefits contributed to the tire maker's malaise over time, they were won at the bargaining table. That the unions have agreed to various givebacks -- albeit grudgingly, and even through costly strikes -- shows their members' readiness to save the company from extinction.
Having given back their share, Goodyear's unions sought to limit the pay and perks that the company's management still receives. They proposed a "pay for performance" measure that would require Goodyear's executives to beat the performance of a peer group, based on a published set of performance guidelines. Management opposed the measure, saying that it already has such a system in place -- one based on company objectives, not those of peers. Management says it could outperform peers, but not internal goals. In that case, I'd suggest it might not want to bestow bonuses upon itself.
It's a common argument for management to make. 3M (NYSE:MMM), AT&T (NYSE:T), and Colgate-Palmolive (NYSE:CL) all had or have similar "pay for superior performance" proposals on their proxy statements (all of which were submitted by their unions, too). All rejected them for the same reason: We already pay for good performance, but performance at the company itself matters most. Though they generate a lot of support, these measures have so far failed to garner enough to pass. The most recent attempt failed at Goodyear as well, garnering less than 26% of the vote.
Another measure calling for a change in executive retirement plans also failed, with only 35% of the votes cast in favor. So-called SERP policies provide additional benefits above and beyond those included in the company's pension plan. According to the proposal, tax law limits how much compensation can be considered in the traditional pension plans, capping it at $220,000. SERPs, however, use a far more generous salary and bonus figure to award even greater benefits. The proposal didn't seek to abolish those plans -- just to require that they determine excess benefits solely through an executive's salary. Naturally, management opposed the measure.
Perhaps the most interesting measure, also defeated, was a non-union proposal to adopt a simple majority vote for important corporate governance matters. Interestingly, proponents say it was approved by 73% of the shareholders voting at last year's meeting, but was never enacted. They note that Institutional Shareholder Services, an advisory group to stock-owning institutions, has previously recommended voting against directors that refuse to adopt shareholder measures approved by majority vote.
Management opposed the measure, but said it garnered only 45% of all outstanding shareholders. However, the 82.3 million votes in favor that the proposal did get (versus 41.1 million against) represented more than two-thirds of the total voting shares. Thus, for two years running now, the proposal has generated significant support among shareholders casting proxy votes.
To its credit, management offers fairly good reasons against adopting the proposal, even though a majority of shareholders seemingly desire it. First, most proposals can already be approved by a simple majority vote. Only two instances require a two-thirds vote of outstanding shares: changes to the bylaws, and removing a director. In either case, Goodyear believes a supermajority vote in is still necessary to protect the interests of all shareholders.
I find management's arguments against this measure more persuasive than they were on the two union proposals. I tend to agree that only certain, extraordinary circumstances merit a supermajority vote. But Goodyear management's opposition to limiting executives' pay and perks seems disingenuous.
Management has certainly played a large role in turning the tire maker around, but so have its front-line workers, who've been asked to accept cuts and givebacks. While saving the franchise may lift morale, it still must be demoralizing to see executives earn millions of dollars in cushy retirement packages that are likely unavailable to blue-collar employees.
An austerity plan for management during austere times shouldn't require shareholder activism to implement.
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Fool contributor Rich Duprey owns shares of Goodyear but does not own any of the other stocks mentioned in this article. You can see his holdings here. The Motley Fool has a disclosure policy.
