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Notable shareholder resolutions

While shareholder resolutions and countermotions are still relatively rare in Europe, they are a core feature of the US market. Here Allie Monaco of ProxyGovernance has highlighted some of February and March’s more interesting proposals.



Proposal Description


Becton Dickinson

Feb 2

Majority vote to elect directors

Adopt cumulative voting

First time submission; historically responsive to majority votes

Submitted consecutively since 1997; rec’d 43% support last year

Oshkosh Corp

Feb 4

Majority vote to elect directors

First year proposal; company has resignation policy in bylaws

Tyson Foods Inc

Feb 5

Antibiotics in animal feed

Water Pollution

Antibiotics in animal feed

Regular target of SRI related proposals – company facing various performance, governance and compensation issues

Rockwell Collins Inc

Feb 9

Say on Pay

Although expected to be legislated, shareholder proposals continue – average support 45% in 2009

Deere & Co

Feb 24

Say on pay

Independent board chair

Both second year submissions receiving 42% of votes cast last year

Apple Inc

Feb 25

Sustainability resolutions

In addition to the typical request for a sustainability report, shareholders will vote on a binding bylaw amendment to create a board-level sustainability committee

WGL Holdings Inc

Mar 4

Adopt cumulative voting

Last year the proposal, in its 24th year, fell just short of majority support; Evelyn Davis is the filer

Whole Foods Market Inc

Mar 8

Eliminate supermajority vote

Director removal provisions

Mechanism for Shareholder Dialogue

Succession planning policy

Controversial CEO has attracted the attention of shareholder proponents

Walt Disney Corp

Mar 10

Say on Pay

Ex-gay nondiscrimination policy

Going against traditional shareholder activism on EEO policies, the proposal seeks to amend the employment guidelines to prohibit discrimination against ex-gays.

What do you think?