US shareholder proposals in the spotlight

Nearly 180 shareholder proposals will come to a vote at 102 U.S. companies holding shareholder meetings between May 1 and May 15. Of these proposals, 35% relate to social and environmental issues (including, among others, climate change, sustainability, and political contributions); 25% deal with takeover defenses (eliminate classified boards, eliminate supermajority vote, allow shareholders to all special meetings); 20% are compensation related (say on pay, equity retention); and 20% board-related matters (majority vote to elect directors, appoint independent board chairs).

Allie Monaco of Manifest’s US partners, Proxy Governance reviews the notable meetings and proposals in the first two weeks of May.

Company

Meeting

Proposal

Note

CBL& Associates Properties Inc

3-May

Declassify board

Proposal received 73% support at last year’s meeting, with the board recommending against. The board makes no recommendation this year

Earthlink Inc

4-May

Internet and Human Rights

While focus is on China, proposal broaches issue of Internet freedom of speech domestically

Gannett Co

4-May

No tax gross-ups

Similar proposal received support from 48% of the votes cast last year

AutoNation Inc

5-May

Independent chair

Rotating presiding director, and 47% shareholder

Special meeting by shareholders

Shareholders do not currently have the right to call special meetings

Mod Pac Corp

5-May

Eliminate dual class

Class B common shares, which carry 10 votes per share, represent 18% of outstanding equity but control 69% of the voting power

Pepsico Inc

5-May

Lobbying Priorities

Questions Pepsi’s support of organizations that promote same-sex marriage

Charitable Activities

Raises concern Pepsi’s advocacy is swayed by political correctness and anti-business activists

Special meeting by shareholders

Shareholders representing 20% of the outstanding shares may call a special meeting

Sandy Spring Bancorp Inc

5-May

Declassify board

Board makes no recommendation; its own 2008 proposal to declassify failed to attain the 80% support required

Astronics Corp

6-May

Eliminate dual class

Supervoting shares control 71% of voting power with just 21% of the equity

Duke Energy Corp

6-May

Majority vote for directors

Company has a director resignation policy coupled with a plurality vote standard

Stock retention

CEO is compensated entirely with long-term incentives

Global Warming Related Lobbying

Proponent argues company’s support of a cap-and-trade carbon regulation hurts shareholder value

Eastman Chemical Co

6-May

Declassify board

Similar proposal received 59% of the votes cast in 2008; no proposal in 09. Company has been responsive — proposal to allow shareholders to call special meetings after majority support last year

Fluor Corp

6-May

Independent chair

Member of founding Fluor family serves as lead director

Mirant Corp

6-May

GHG Reduction

42% support last year (a record for a climate resolution); 2010 proposal more ambitious. Company recently announced merger with another large coal-fired generator

Union Pacific Corp

6-May

Independent chair

Appointed lead independent director last year

Eliminate supermajority vote

Supermajority vote requirement to remove directors

Verizon Communications Inc

6-May

Succession planning policy

1st year SEC allows proposal, from the Laborers Pension Fund

Stock retention

Retain 75% of the shares acquired through compensation plans for two years following the termination of employment

Shareholder Approval of Death Benefits

Company does not maintain an employment agreement with CEO, death will trigger only  additional payout of life insurance. Similar proposal last year received 36% of votes cast

Pay for performance

All future performance share units vest and become payable only if TSR equals or exceeds the median performance of a peer group

Special meeting by shareholders

Board amended bylaws to provide that any single 10% shareholder or multiple shareholders who together own at least 25% of the shares may call special meetings – however, also imposed overly strict limitations on the ability to call the meeting

Crosstex Energy Inc

7-May

EEO Policy to Include Sexual Orientation

Company is externally managed and has no employees

Goldman Sachs Group Inc

7-May

Independent chair

Company increasingly faces strategic challenges that might benefit from independent board leadership

Over-the-Counter Derivatives Trades

Reputational challenges and credibility concerns facing the bank warrant a more proactive response

Stock retention

Retain 75% of the shares acquired through compensation plans for two years following the termination of employment

Occidental Petroleum Corp

7-May

Majority vote for directors

Incumbent directors received opposition votes of 27% – 30% last year

Independent chair

Lead director has served on board for 27 years

No accelerated vesting in CIC

Value of accelerated vesting of CEOs long-term awards is $81 million

Increasing  Security of Chemical Facilities

Concerns over preparedness for risk of a terrorist attack at company chemical facilities

Environment and Human Rights

Proponent highlights company’s checkered history in Peruvian Amazon

Special meeting by shareholders

Shareholders representing 25% of the outstanding shares to call a special meeting

3M Co

11-May

Special meeting by shareholders

Shareholders representing 25% of the outstanding shares to call a special meeting

Belo Corp

11-May

Declassify board

Directors and executive officers control 60% of the voting power through their ownership of supervoting Series B shares (10 votes per share)

Pinnacle Entertainment Inc

11-May

Say on pay

AFL-CIO has filed an opposition proxy card to solicit votes in favor of this proposal

Sprint Nextel Corp

11-May

Say on pay

Overhaul of management team drove up pay;  however, compensation has declined in subsequent years for incoming executives

Written consent by shareholders

Board implemented shareholder right of 10% of shares to call special meetings, after a shareholder resolution on the issue won 78% support last year

Waste Management Inc

11-May

Political contributions

Company does not adequately disclose its political contributions or its policy on political contributions to shareholders

Special meeting by shareholders

Shareholders do not currently have the right to call special meetings

American Intl Group Inc

12-May

Adopt cumulative voting

Company already has a majority vote standard, though U.S. government controls nearly 80% the voting power

Stock retention

Board argues considerable constraints from Pay Tzar already sufficient

Political Activities

New proposal asks for an annual vote on political contributions

CVS Caremark Corp

12-May

Principles to Stop Global Warming

New AFL-CIO proposal to support domestic and international action to stop global warming

Political contributions

Proposal received 40% support last year

Pultegroup Inc

12-May

Majority vote for directors

Directors did not receive majority support at last year’s meeting, and shareholder proposal to eliminate classified board received majority support for three consecutive years. Proxy contest reimbursement proposal designated as ‘Key Vote’ by AFL-CIO

Independent chair

Stock retention

Say on pay

Pay for performance

Proxy contest reimbursement

Qwest Communication Intl Inc

12-May

Independent chair

Performance concerns and history of high compensation

Say on pay

Pay for performance

Special meeting by shareholders

Vornado Realty Trust

13-May

Majority vote for directors

Shareholder proposal to adopt majority voting in director elections has received majority support for three consecutive years. Company has not addressed. Shareholder proposal for independent board chair received 40% of votes cast last year.

Independent chair

Declassify board

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