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US Meeting Spotlight

The proxy season is far from over, writes Allie Monaco, Head of Research at ProxyGovernance. In the last two weeks of May, nearly 170 shareholder proposals will come to a vote at 75 U.S. companies. Of these proposals, 35% relate to social and environmental issues (including climate change, sustainability, and political contributions); 25% deal with takeover defenses (eliminate classified boards, eliminate supermajority vote, allow shareholders to call special meetings); 25% are compensation-related (say on pay, equity retention); and 15% are on board-related matters (majority vote to elect directors, appoint independent board chairs).

Notable meetings in the last two weeks of May include:

Massey Energy Co – May 18: The CtW, along with a number of prominent institutional investors, have launched a vote no campaign against the three directors charged with overseeing safety programs. CtW argues these directors should be held responsible for the history of compliance issues, citing the company’s record of systematic and serious regulatory non-compliance far above the industry average and its history of poor governance. Shareholders will also vote on two proposals related to the company’s environmental practices, a proposal to implement majority voting in director elections, and the elimination of the classified board.

Stanley Black & Decker Inc – May 20: This first annual meeting since the merger of Stanley Works and The Black & Decker Co. will have no shareholder proposals on the ballot. For the past seven consecutive years, however, Stanley Works shareholders have supported proposals to declassify the board (Black & Decker did not have a classified board). The merger itself may well be remembered for the exorbitant compensation arrangements negotiated by the Black & Decker CEO for his post-merger role as executive chairman of the combined company.

Chevron Corp – May 26: Six shareholder proposals are on the ballot, five related to social or environmental-related issues. Last year, two proposals relating to human rights issues received 27% and 29% of the votes cast; this year, there are three human rights-related proposals.

Exxon Mobil Corp – May 26: Shareholders will wade through 11 shareholder proposals at this year’s meeting, a reprieve of sorts from the record 17 in 2008. The highest vote-getters at last year’s meeting were proposals asking for a shareholder say on pay vote and the ability to call special meetings (each with 41% of votes cast). Both are back on the ballot this year, despite the fact (as the company points out) that New Jersey law allows shareholders representing 10% of outstanding shares to call special meetings upon a showing of good cause. Most of the shareholder proposals, however, ask the company to improve its environmental practices.

What do you think?