PGI Previews the 2010 US Season

Early indications are that the 2010 proxy season will be at least as busy, if not more so, than last year when more than 640 shareholder resolutions were voted on at U.S. companies writes Mike Ryan of Manifest’s US partners, ProxyGovernance. Labor unions, public pension funds and other corporate governance advocates, having seen support for key issues such as independent chairs and executive compensation climb markedly in 2009, look to be coming back with more of the same. In particular, compensation-related resolutions will center on say on pay, golden coffins, clawbacks and equity retention. We also expect increased efforts to appoint independent board leaders and continued support for majority voting in director elections.

Meanwhile, SRI-related proponents, who enjoyed an uptick in support last year – bucking predictions that support would wane amid the recession – look set to intensify efforts to push sustainability-themed resolutions into the investment mainstream.

Here’s a preview of what is coming up over the next month:

Company Meeting Date Proposal Description Note
Walgreen Co Jan 13 Eliminate Supermajority Vote Support for proposals averaged more than 70% last year – making it the highest vote getter in 2009
Award Performance-Based Compensation Return after one-year hiatus; resolutions led by building trade union funds
Review/Report on Charitable Activities Average support for these proposals increased to 31% in 2009
Woodward Governor Jan 22 Eliminate Classified Board First resolution at the company since 2003; support for proposals averaged 65% last year
Hormel Foods Corp Jan 26 Review/Report on Animal Welfare Graphically disturbing supporting statement from PETA
Johnson Controls Inc Jan 27 Adopt Majority Vote to Elect Directors Support for such proposals averaged nearly 60% last year; 50% of S&P 500 companies have adopted
Becton Dickinson Feb 2 Adopt Majority Vote to Elect Directors 1st time submission; historically responsive to majority votes
Adopt Cumulative Voting Submitted consecutively since 1997; rec’d 43% support last year
Oshkosh Corp Feb 4 Adopt Majority Vote to Elect Directors First year proposal; company has resignation policy in bylaws
Tyson Foods Inc Feb 5 Report on Prevention of Runoff and other Forms of Water Pollution Regular target of SRI related proposals – company facing various
performance, governance and compensation issues
Expand Report on Sustainability
Report on Use of Antibiotics in Animal Feed
Rockwell Collins Inc Feb 9 Allow Advisory Vote on Executive Compensation Although expected to be legislated, shareholder proposals continue – average support 45% in 2009
Jack In the Box Inc Feb 10 Allow Advisory Vote on Executive Compensation First time shareholder proposal will come to vote at company
Apple Inc Feb 25 Report on Sustainability Similar proposal received 8% support last year

For more information please contact Mike Ryan or Allie Monaco at ProxyGovernance on +1 (703) 245 5808

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