You might be dismayed at some of the things companies do, thinking it's hopeless to expect the status quo to change. You might, for example, assume CEOs will always be able to get themselves ridiculous compensation increases. But believe it or not, there's reason to be hopeful. Things may get better -- and perhaps only with your help.
At thecro.com, an article by Danielle Lee recaps the past year's activity in proxy voting. [CRO stands for corporate responsibility officer.] By proxy voting, I'm referring to that little booklet and ballot you probably received with every annual report you got this year. It's where you can vote with or against management on a number of matters -- and where you may even find your own shareholder proposal listed for a vote.
Lee reported on research by folks at Institutional Shareholder Services (ISS), who noted that the 2007 U.S. proxy season focused on accountability, engagement, proposals for takeover defenses, and social issues. Before you read the section from her article below, you'll want to know that a "poison pill" is something a company does to prevent hostile takeovers. Because upper-level managers often lose their jobs in acquisitions, they like to see takeover defenses for their companies.
Specific shareholder proposals targeting takeover defenses made headway, such as the 'poison pills' proposal that won 73.4% at Hewlett-Packard (NYSE:HPQ) and the proposal at Walt Disney (NYSE:DIS) for a 75% independent director vote to adopt or amend a pill plan, which was later adopted by the company after modification and 58% support. Conversely, ISS found that pill-related proposals received 47.8% support across eight meetings where results are known, a drop from 55.6% support last year.
Settled matters
Also interesting in the 2007 proxy season is that many issues were resolved before being brought to a vote. As Barry Burr noted at pionline.com, several companies simply gave outside investors seats on their boards, including Home Depot (NYSE:HD), Brink's (NYSE:BCO), and Applebee's (NASDAQ:APPB). Motorola (NYSE:MOT), however, managed to fend off a challenge from investor Carl Icahn for a seat.
Also popular have been "say-on-pay" proposals, which aim to have companies hold a nonbinding yearly shareholder vote on executive compensation. Such a proposal succeeded at Blockbuster (NYSE:BBI), while it came close at Merck, and not so close at Coca-Cola.
Other popular proposals included requiring companies to hold annual elections for all directors, to pay CEOs only for performance, and to get rid of rules requiring supermajorities to change bylaws.
Burr also noted that environmental proposals gained more support this year. Such proposals got an average of 25% of votes, in comparison to historical numbers below 15%.
Learn more
The arena of proxy voting is not only interesting -- it's also important. When you receive proxy-voting materials, take time to read through them and then cast your vote. Some proposals are passing or failing by a slim margin.
You can learn more in these articles:
For an inspiring and amusing take on shareholder involvement, watch The Solid Gold Cadillac -- a classic Judy Holliday movie.
