US proxy season – April’s hot issues

Allie Monaco, Research Manager of Manifest’s US partners, Proxy Governance takes a look at the hot issues of the US proxy for the coming two weeks:

Company

Meeting

Proposal

Note

American Express Co

26-Apr

Adopt cumulative voting

Long-time target of Evelyn Davis, this year’s proposal asks for cumulative voting; the company has majority voting in director elections

Special meeting by shareholders

Company does not allow shareholders to call special meetings; proponent requests a 10% threshold

Stock retention

Proponent wants a more rigorous retention requirement given the company’s reliance on equity compensation

Boeing Co

26-Apr

Military issues

Faith-based investors push for more ethical consideration in contract bids

Say on pay

Company presses familiar line in opposition: “wait and see what regulation brings”

Special meeting by shareholders

Proponent seeks to lower the existing 25% threshold to 10%

Independent chair

Board already provides for a lead director; resolution won 30% of the vote in 2009

Political contributions

Won 28% of the vote last year; about average for the proposal in 2009

Honeywell International Inc

26-Apr

Written consent by shareholders

Board has shown general responsiveness to investor concerns, including lowering special meeting threshold to 20% (from 25%) at this year’s meeting

Independent chair

Company has no formal lead director; presiding director rotates on meeting-by-meeting basis

Global labor practices/human rts

Existing policy lags peers on freedom of association and collective bargaining

MDC Holdings Inc

26-Apr

Independent chair

Average director tenure is 20 years; lead director has 16 year tenure

Ameren Corp

27-Apr

Report relating to nuclear plant

Proponent concerned for moral and financial liability in extending plant for another 40 years

BB&T Corp

27-Apr

Political contributions

Company does not make direct corporate contributions, but may via trade association fees

Independent chair

Rare binding bylaw proposal; 25-year veteran currently serves as lead director

Overdraft policies and practices

Several large banks have eliminated overdraft fees, which resolution requests

Fortune Brands Inc

27-Apr

Special meeting by shareholders

Company has been responsive to shareholder concerns – agreeing to eliminate its classified board and supermajority vote provisions

International Business Machines Corp

27-Apr

Defer bonus payments

Proponent argues short-term incentive plans without effective safeguards can encourage excessive short-term risk-taking. Company’s compensation practices are reasonable

Adopt cumulative voting

Similar proposal from Evelyn Davis each year since 2003; last year’s proposal received support from 35% of the votes cast

Special meeting by shareholders

Proponent seeks to lower the existing 25% threshold to 10%

Say on pay

Third year company has been targeted with this proposal; 2009 support 40% of votes cast.

SCBT Financial Corp

27-Apr

Declassify board

First year proposal for this 15-member board

State Bancorp/NY

27-Apr

Special meeting by shareholders

Company responsive on other issues – held special meeting in December 2009 to declassify board and eliminate supermajority vote requirements following shareholder proposals on these issues

Suntrust Banks Inc

27-Apr

Sustainability

Unusual effort to push sustainability reporting to regional banks

UMB Financial Corp

27-Apr

Declassify board

Proposal in last two years received just under majority of votes cast

Wells Fargo & Co

27-Apr

Say on pay

Already has voluntary advisory vote on ballot; proponent wants director compensation included in vote

Independent chair

AFL-CIO Key Vote; last year a binding bylaw version (this year’s is precatory) received 28% support

Charitable activities

Proponent cites concerns over giving to gay and lesbian charities

Political contributions

Company does not make direct corporate contributions, but may via trade association fees

Ball Corp

28-Apr

Say on pay

Company did not respond to four majority-supported shareholder proposals to declassify the board; changes to Indiana law now lock in classified structure. Pill proposal sponsored by CalSTRS


Shareholder approval of poison pill

Bank Of America Corp

28-Apr

Report on non-deductible compensation

New proposal seeks explanation on failure to optimize tax deductibility of pay

Special meeting by shareholders

Proponent seeks to lower the existing 25% threshold to 10%

Say on pay

Under terms of SEC settlement, already has advisory vote on ballot

Succession planning policy

Board claims  existing disclosures render proposal moot

Over-the-counter derivatives trades

Requests disclosure on recycling of collateral posted on derivatives trades, citing practice as factor in Lehman Bros collapse

Recoup unearned management bonuses

AFL-CIO Key Vote; company recently enhanced clawbacks, but proposal goes further

Dover Motorsports Inc

28-Apr

Eliminate restrictions on class A shares

Rather than eliminate dual class stock, requests transferability and public trading of the supervoting stock

Du Pont (E I) De Nemours

28-Apr

Say on pay

Received 46% support last year; about average in 2009

Global labor practices/human rts

Repeat of 2008 resolution (3.5% support) that raises concern for enforcement of seed patents within traditional agricultural groups

EOG Resources Inc

28-Apr

Hydraulic fracking

New proposal raises concerns over impacts of natural gas drilling

Stock retention

Company argues it could lose executives if implemented

No acelerated vesting

New proposal would eliminate accelerated equity vesting on change of control

General Electric Co

28-Apr

Adopt cumulative voting

Proponent has submitted the same proposal since 2005; support in past three years has hovered between 32% – 35% of votes cast.

Special meeting by shareholders

Proponent seeks a 10% threshold; company allows at 25%, reduced from 40% threshold a year ago

Independent chair

Similar proposals submitted in 2008, 2007 and 2006, receiving 32%, 31% and 15% of the votes cast, respectively.

Policy on director opposition votes

Would prohibit any director who with greater than 20% withhold votes from serving on key board committees; two directors crossed that threshold in 2009

Say on pay

In 2009 and 2008, similar proposals received support from 43% and 38% of votes cast

McGraw-Hill Companies

28-Apr

Special meeting & written consent by shareholders

Successive majority votes on a variety of issues in prior years including elimination of classified board and supermajority votes; both are now management proposals this year

Weis Markets Inc

29-Apr

Increase Independence on Board

Executive, who is also the chairman’s son, chairs Compensation Committee. As controlled company, director independence not a requirement of the stock exchange for Committee membership

Providence and Worcester Railroad

28-Apr

Director retirement age

Proposes director retirement age of 75; 3 directors currently older than 75, 5 over 70


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