Sep 1, 2015 - companies as it continues to be owned ... actively managed and, as the name suggests, owns both ..... Mara
Volume 2, Issue 9
September 2015
GREEN CENTURY’S KRISTINA CURTIS 2015 PROXY SEASON REVIEW VOTING NEWS
PROXY MONTHLY
www.proxyinsight.com
Proxy statement Nick Dawson, Co-Founder & Managing Director, Proxy Insight Limited
H
ere at Proxy Insight HQ the
disclosure of voting behavior. As a
state “Split” for asset managers where
team
individual funds have voted differently.
beavering
result, our study on page 6 is likely
away, processing the latest
has
been
to be one of the most comprehensive
N-PX filings by US mutual funds
takes on how the largest shareholders
disclosing their voting activities up to
voted at some of the most contentious
30 June 2015.
meetings.
Historic Comparison An additional element of the new screen will enable the user to see
This year nearly 2,900 filings were
Enhanced Resolution View
submitted—about 100 more than last
how each investor voted at a specific resolution at the selected meeting
year, although we knocked over a
It’s an advantage of this column that I
and the one previous. For example,
week off our processing time this year.
can introduce readers to new features
Vanguard opposed Oracle’s Say on
These filings represent over 15 million
on our online database. In the latest
Pay Vote in both 2015 and 2014.
individual votes, which go through our
update, to be rolled out in October,
quality control system before being
our Enhanced Resolution view will be
added to the product. Two-thirds of
released, incorporating new data into a
the data is already in Proxy Insight and
much more usable screen.
the remainder will be uploaded over the next week or so.
In addition to showing which proxy voting policy each investor follows,
Proxy Voting Advisors
“
Links to Actual Policy
users will also be able to clink a link to view the original policy document.
With 60 million votes and enhanced views, Proxy Insight is the only tool you need for ultimate voting intelligence”
Many of our clients have been asking for a simple screen showing which Proxy
Ownership Incorporation
Voting Advisor each institution uses. While we believe this is too simplistic
The final element of the new screen
a view of what really happens—AXA
is the incorporation of ownership
has its own proxy voting policy which
data to enable users to see which
ISS helps to interpret, for example—
shareholders’ votes were the most
the enhanced resolution view will
critical. While we only have US public
highlight detail on which proxy voting
ownership information in the product,
This process is a necessary one, since
policy each manager follows together
international issuers will be able to
we have been surprised at the level of
with which Proxy Voting Advisor(s) is/
provide their top 50 shareholders for
errors we have seen within the filings
are used.
their use only.
Consolidated Voting
So with 60 million votes and enhanced
this year. We believe standardization of the filing process may be helpful in
ensuring
that
disclosures
are
accessible and accurate.
views, Proxy Insight is the only tool you The Enhanced Resolution view will also
need for ultimate voting intelligence. If
now show a consolidated view of voting
you are not a client and would like to
For key asset managers such as
by asset manager rather than by fund.
take a look, we would be delighted to
BlackRock, Vanguard and Fidelity, the
Again, many clients have asked for
offer you a trial. Please get in touch at
annual N-PX filing is the only public
this, although the new view will simply
[email protected]. 2
Green Century An interview with Kristina Curtis, Senior Vice President for Finance and Operations, Green Century Capital Management.
Could you begin by giving us a brief
The second is our Green Century
With this in mind, how does your
account of Green Century’s founding,
Equity Fund, which invests in a
engagement process work? Are you
because you are quite a different
modified version of the MSCI KLD400
proactive in seeking out meetings
organisation to most mutual funds?
Social Index. As of April 1, 2014, the
with companies you invest in?
Equity Fund is also fossil fuel free; we Green Century Capital Management,
worked with MSCI to eliminate fossil
We seek out meetings and dialogue
the investment advisor to the Green
fuel stocks from the Index. We believe
with companies, often in coalition with
Century mutual funds, was founded
divestment is important for moral
other shareholders. That might mean
in 1991 by a partnership of non-profit
reasons, political reasons, and for
signing a letter regarding a change
environmental advocacy organisations.
financial reasons as eliminating fossil
in policy we would like to see, for
It is unique in the world of mutual fund
fuel companies may reduce risk. The
instance. Only when dialogue does
companies as it continues to be owned
Fund employs a broad range of ESG
not succeed do we file a resolution.
by the non-profit organisations – the
screens done by MSCI, and closely
We file perhaps a dozen a year,
tracks the Index.
although the number varies.
Public Interest Research Groups. As such, we are one of the pioneers of the impact investing field. The mutual funds we manage, the Green Century Funds, are each owned by their several thousand shareholders, as are other mutual funds. And how do you pursue your advocacy of environmental and social issues? By exclusive screening, or by investing in
“
We believe divestment is important for moral reasons, political reasons, and for financial reasons as eliminating fossil fuel companies may reduce risk”
so-called “sin stocks” and agitating for change?
We recently had significant success persuading
companies
including
Kellogg’s, ConAgra and Smuckers to source palm oil in a way that does not destroy the rainforest. I
understand
you
also
have
a
policy of voting for any shareholder proposal which extends the reporting requirements of an issuer? Perhaps
Our mission is to promote corporate
you could tell me a little bit more
environmental
about the sorts of disclosure you like
We have two funds, each employing
The
slightly different strategies. The first,
Capital Management earns on its
the Green Century Balanced Fund, is
management of its mutual funds
We believe in transparency and in a
actively managed and, as the name
belong to the advocacy groups that
company providing information on its
suggests, owns both stocks and
founded and own Green Century.
policies. We vote almost 100% of the
bonds. It invests in companies solving
We’ve
advocacy
time in favour of disclosure though
environmental problems, and screens
program of our own since the 1990s,
not of proprietary or trade secrets,
out
which
more
of course. Our founding institutions
genetically modified organisms and
responsible corporate behaviour; we
are working on transparency issues
arms manufacturer companies.
The
file shareholder resolutions, when
as well.
Fund does not invest in fossil fuels—it
dialogue with corporations fails to be
is working to protect against bad
is totally coal, oil and gas-free.
effective.
privatization deals that sell off public
tobacco,
nuclear
weapons,
net
responsibility.
profits
also seeks
had to
Green
an
Century
promote
to see?
For example, U.S.PIRG
3
“WE RECENTLY HAD SIGNIFICANT SUCCESS PERSUADING COMPANIES INCLUDING KELLOGG’S, CONAGRA AND SMUCKERS TO SOURCE PALM OIL IN A WAY THAT DOES NOT DESTROY THE RAINFOREST” assets and diminish public control
Yes, it is similar in thinking to our policy
Our stated proxy voting policies
of vital public structures such as toll
on director elections. We believe
and procedures address that, but
roads, parking systems and traffic
executives should be compensated in
the question does not arise. The
enforcement.
part based on their actions in relation
non-profit owners of our investment
to all stakeholders, and among those
advisory firm have never had a conflict
Do the established proxy advisers—
we count the environment. We do not
of interest regarding any of our proxy
e.g. ISS and Glass Lewis—cater for
often see that—and the information is
votes.
your kind of voting decisions? Do you
rarely available.
votes are designed to strengthen
use them? We don’t use proxy advisers. Instead, we do our own research and our own voting. But, since other firms do, we provide information to proxy advisors on our shareholder resolutions and arguments as to why they should be supported.
“
the companies owned by our Funds
Assets Under Management of investors that consider ESG issues is growing at a more rapid rate than those that don’t”
That must be a lot of proxy forms? And you vote every one?
Further, we believe that our
as well as to reduce risk for the companies. Would you vote against a merger that to
might
deliver
shareholders,
a
but
premium
would
risk
worsening the environmental impact of the company? Yes, particularly given that a financial
With that in mind, I imagine you will
premium may not occur.
welcome the new SEC Pay Ratio Our Equity Fund invests in about 375
rules, requiring companies to disclose
Do you think that the impact of
companies and the Balanced Fund
the differential between CEO pay and
ESG-concerned
approximately 80 companies, so we
their average worker?
increasing?
460 companies a year. We very much
We have not as yet formulated a policy
Yes,
believe it is important to vote on behalf
on the SEC pay ratio, although we will
increase in ESG investing at Green
of our shareholders, and we intend to
sit down and do so later this year.
Century.
vote on every single ballot.
However, in line with our commitment
under management of investors that
to transparency, we are supportive of
consider ESG issues is growing at a
companies providing this information.
more rapid rate than those that don’t,
shareholders
is
vote the proxies of around 450 to
You aim to elect directors with environmental
credentials,
but
I
we
have
seen
dramatic
In addition, the assets
according to studies by USSIF. Many
imagine that disclosures of that kind
I would add that although we are more
firms are starting to take these issues
are quite rare, going by the proxy
concerned about the environment and
into
statements I read.
other stakeholders being represented
than when we started.
account—considerably
more
in compensation structures, we also It is unfortunately quite rare, and that
support flatter bonuses, spread more
In addition, the impact that we have
leads to our votes against the majority
widely among employees than among
through our shareholder advocacy
of boards. It is important to us that
just a small number of managers.
or impact work is increasing.
at least one director has the expertise
For
example, the world’s largest palm oil
to bring care for the environment onto
Given
to
trader adopted a zero-deforestation
the agenda and into the decision
consideration of environmental factors
your
commitment
policy that is going to keep 1.5
making of a company.
and those of other stakeholders, I
gigatons of carbon pollution out of
wonder whether there is any conflict
our air.
And on compensation too you have
with your responsibilities to generate
quite an unusual policy?
the maximum return possible for your
Thank you, Kristina.
fund?
4
Proxy Season
Proxy Insight analyses 2015’s Proxy Season
Proxy season may be over, but 2015’s was one of the most interesting in years as new governance concerns, a concerted push to implement proxy access bylaws and the rising tide of shareholder activism gave boards all around the world something to think about. With our update of 2015’s proxy voting records now complete, we have opted to take a selection of the most interesting meetings and look at the voting patterns of the top 10 shareholders at each company, as well as what made these meetings so interesting.
DuPont Versus Trian DuPont’s annual meeting saw the highest profile proxy contest of 2015. Nelson Peltz’s Trian Fund Management initiated the contest, arguing that its conglomerate structure was unwieldy and a burden on results. This was certainly a closely fought proxy contest, with only half the top ten shareholders voting on the management card. That said, only two of the five shareholders who voted on Trian’s card supported all the activist’s nominees, with Peltz himself close to winning a board seat.
Rank
Holder
Shares Held
DuPont Nominees
Trian Nominees
1
BlackRock
54,855,768
FOR ALL 12
-
2
Vanguard Group Inc
52,550,174
FOR ALL 12
-
3
Capital World Investors
49,442,510
FOR 8
FOR ALL 4
4
State Street Corp
39,022,096
FOR ALL 12
-
5
FMR LLC
22,997,397
FOR 8
FOR ALL 4
6
Franklin Resources Inc
20,294,578
FOR ALL 12
-
7
JP Morgan Chase & Co
16,854,334
FOR 8
FOR 2
8
Bank of New York Mellon Corp
13,112,557
FOR ALL 12
-
9
Northern Trust Corp
12,564,825
FOR 8
FOR 2
10
Janus Capital Management
11,434,459
FOR 8
FOR 2
Tempur Sealy Versus H Partners Occasional activist H Partners didn’t nominate a rival slate when it went head-to-head with mattress-maker Tempur Sealy but instead solicited votes from other investors against incumbent directors. The activist sought the removal of three existing board members—Andrews McLane, Christopher Masto and Mark Sarvary—receiving 89.8%, 85.7% and 77.0% votes against respectively. ISS, Glass Lewis and Proxy Mosaic supported the campaign, following which all three directors resigned from the company. The activist’s arguments were obviously persuasive, with seven out of the top ten shareholders refusing to support the re-election of the targeted directors. Those decisions ran along predictable lines, reflecting the general likelihood of these investors to support 5
“TIAA-CREF TYPICALLY SUPPORT MANAGEMENT 94% OF THE TIME WHILE FOR DIMENSIONAL THIS NUMBER IS 78%”
management. For instance, TIAA-CREF—which supported all of Tempur Sealy’s nominees—is one of the most likely to support management generally, voting against the official line just 4.3% of the time. Dimensional and AllianceBernstein, on the other hand, voted against all three nominees and are the least likely to support management generally, with total votes against of 21.1% and 12.5% respectively.
Rank
Holder
Shares Held
P. Andrews Mclane
Christopher A. Masto
Mark A. Savary
1
Vanguard Group Inc
4,051,189
AGAINST
AGAINST
AGAINST
2
BlackRock Fund Advisors
3,903,611
AGAINST
AGAINST
FOR
3
Timessquare Capital Management, LLC
2,542,800
ABSTAIN
ABSTAIN
FOR
4
State Street Corp
2,503,320
AGAINST
SPLIT
SPLIT
5
AllianceBernstein LP
1,961,417
AGAINST
AGAINST
AGAINST
6
FMR LLC
1,513,700
FOR
FOR
FOR
7
TIAA CREF Investment Management LLC
872,164
FOR
FOR
FOR
8
Bank of New York Mellon Corp
630,846
AGAINST
AGAINST
AGAINST
9
Clough Capital Partners LP
594,829
FOR
FOR
FOR
10
Dimensional Fund Advisors
531,362
AGAINST
AGAINST
AGAINST
Wynn Resorts Versus Mrs Wynn Elaine Wynn was forced to launch a proxy contest to retain her seat at Wynn Resorts after being told she would not be on the management slate for the first time since the company was formed in 2002. In a proxy statement, Wynn explained how her exhusband Steve Wynn broke the news that directors were uneasy about her nomination, and gave litigation between the two as a reason for kicking her off the board. Despite Wynn failing to win re-election, the company’s nominees did not go unscathed with 20% of shareholders voting against management. That is likely due to Institutional Shareholder Services’ recommendation that shareholders withhold support for these nominees. State Street was among those to withhold its votes, while only MFS supported Elaine Wynn.
Rank
Holder
Shares Held
Wynn Resorts Nominees
Elaine Wynn Nominees
1
Capital World Investors
7,935,763
FOR ALL 2
-
2
Vanguard Group Inc
5,621,618
FOR ALL 2
-
3
Price T Rowe Associates Inc
4,703,581
FOR ALL 2
-
4
BlackRock
4,223,567
FOR ALL 2
-
5
State Street Corp
3,088,855
WITHHOLD ALL 2
-
6
FMR LLC
2,788,102
FOR ALL 2
-
7
Massachusetts Financial Services Co
1,411,599
FOR 1
FOR ALL 1
8
Northern Trust Corp
1,001,787
FOR ALL 2
-
9
Invesco Ltd.
958,860
FOR ALL 2
-
10
Wellington Management Co LLP
898,977
FOR ALL 2
6
“SUPPORT OF A COMPANY’S LARGEST SHAREHOLDERS ISN’T NECESSARILY A GUARANTEE OF VICTORY”
Shutterfly Versus Marathon Partners Marathon Partners won two seats on the board of online photography service company Shutterfly earlier this year, out of a possible three. The reason for the proxy fight was the activist’s concern about the company’s acquisition strategy and executive compensation. ISS recommended voting against executive compensation for three years in a row, and at the last annual meeting support for the resolution fell short of 50% of shares voted. Shareholders clearly agreed with the activist as the majority of the top ten shareholders voted on the dissident slate—typically for two of the nominees. The meeting serves to highlight that the support of a company’s largest shareholders isn’t necessarily a guarantee of victory—Marathon won despite Primecap, Vanguard and BlackRock supporting management.
Rank
Holder
Shares Held
Shutterfly Nominees
Marathon Partners Nominees
1
Primecap Management Co
5,557,382
FOR ALL 3
-
2
Vanguard Group Inc
2,365,650
FOR ALL 3
-
3
BlackRock
2,061,855
FOR ALL 3
-
4
Manning & Napier Advisors LLC
1,752,021
-
FOR ALL 3
5
Dimensional Fund Advisors
979,644
-
FOR 2
6
State Street Corp
949,858
FOR ALL 3
-
7
Oppenheimer Funds Inc
500,000
-
FOR 2
8
Northern Trust Corp
453,550
-
FOR 2
9
Kennedy Capital Management
307,318
-
FOR 1
10
Geode Capital Management
241,265
-
FOR 2
Google Google’s annual meeting saw both Glass Lewis and ISS recommend voting against members of the company’s board. ISS recommended shareholders withhold votes from Google’s compensation committee due to its payment of $100 million in restricted stock grants to Executive Chairman Eric Schmidt last year, as well as $123 million in stock grants to Omid Kordestani, who joined as Google’s new Chief Business Officer in August. Glass Lewis meanwhile recommended shareholders withhold votes from two Google directors, based on concerns over their financial ties to the company; John Hennessy because of the $2.3 million the company recently donated to Stanford University, where Hennessy is President, and John Doerr because his firm, KPCB, owned more than 10% of the outstanding shares in Nest Labs when it was acquired by Google for $3.2 billion in 2014. Shareholders obviously agreed these were serious issues, since only four of the top ten investors supported all of Google’s nominees. That concern was, moreover, mirrored further down the share register. Caisse de dépôt et placement du Québec, which fell just outside the ten largest investors, said it voted against, compensation committee member, Shriram because “This candidate has not exercised restraint in the determination of certain component elements of executive compensation”.
7
Rank
Holder
Shares Held
Paul S. Otellini
L. John Doerr
K. Ram Shriram
John Hennessy
1
BlackRock
16,930,251
FOR
FOR
FOR
FOR
2
Vanguard Group Inc
16,279,196
WITHHOLD
WITHHOLD
WITHHOLD
FOR
3
FMR LLC
15,664,791
FOR
FOR
FOR
FOR
4
Price T Rowe Associates Inc
8,353,343
WITHHOLD
WITHHOLD
WITHHOLD
WITHHOLD
5
Capital Research Global Investors
7,270,038
WITHHOLD
WITHHOLD
WITHHOLD
WITHHOLD
6
Wellington Management Co LLP
4,922,210
FOR
FOR
FOR
FOR
7
Bank of New York Mellon Corp
4,913,679
WITHHOLD
WITHHOLD
WITHHOLD
WITHHOLD
8
JP Morgan Chase & Co
4,266,294
WITHHOLD
WITHHOLD
WITHHOLD
FOR
9
Northern Trust Corp
3,658,276
FOR
FOR
FOR
FOR
10
Invesco Ltd.
3,595,434
WITHHOLD
WITHHOLD
FOR
WITHHOLD
This study provides a glimpse into the analysis that’s possible with the 15 million new votes added to the Proxy Insight database following our update of 2015’s proxy voting records.
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News summary Moynihan unscathed
A round-up of the latest developments in proxy voting
committee, also received significant
innovative solutions, and deliver the
votes against their re-election from
highest levels of service to our clients
A vote on Bank of America’s decision to
independent shareholders. Nearly 20%
across the globe,” ISS President and
reward CEO Brian Moynihan with the role
of shareholders voted against Sports
CEO Gary Retelny said in a statement.
of Chairman has seen the move ratified
Direct’s remuneration policy.
“The addition of Ethix will help our
by the bank’s shareholders. According
clients
navigate
the
complex
and
to the voting results approximately
The clothing and sports accessories
rapidly evolving SRI [sustainable and
63% of investors voted in favour of
retailer has become controversial for
responsible investment] landscape.”
the proposal. The vote had become
the narrowness of its bonus pool and
the focus for shareholder discontent
its employment practices, including the
The ISS acquisition comes several
with the bank’s performance, as well
use of “zero hours contracts”. Proxy
months after Glass Lewis, another
as raising concerns about corporate
adviser Glass Lewis had recommended
leading
governance. JP Morgan’s Jamie Dimon
votes against audit committee members
acquired
survived a vote on an almost identical
because of excessive non-audit fees
company based in Germany.
proposal by a greater margin in 2013.
paid to auditor Grant Thornton. Grant Thornton was reappointed by 94% of
“We held today’s vote in direct response to extensive shareholder engagement,” Lead
Independent
Bovender
said
in
Director the
Jack
statement.
“We appreciate the opportunity so many of our shareholders gave us to discuss this issue, and our board looks forward to continuing this constructive engagement.”
Pension
funds
CtW
Investment Group, CalPERS, CalSTRS and Florida SBA all engaged with Bank
proxy
advisory
Ann Inc. fails advisory vote
“
against a proposal to approve golden
55% of investors at Ann Inc voted against a proposal to approve golden parachute payments”
parachute payments to top executives. Ann’s four top managers received packages
valued
at
a
combined
$70.9 million. Ascena Retail Group Inc acquired Ann in a cash-and-stock deal valued at roughly $2 billion. Robb Giammatteo, Ascena’s finance chief, said it considered the merger with
ISS expands business in Europe
the severance payments in mind, and determined it would add significantly
Sports Direct, home and dry
ISS has acquired Stockholm-based
to earnings, including $150 million in
Ethix SRI Advisors in a move to expand
expected cost savings between the
its reach in Europe. Ethix, which advises
combined companies.
Sports Direct has seen all of its directors
institutions with a combined 300 billion
re-elected
its
a
firm,
55% of investors at Ann Inc. voted
against the proposal.
at
IVOX,
advisory
investors.
of America over the issue and ISS and Glass Lewis both recommended voting
shareholder
meeting,
euros in assets under management
despite pressure from investors and
annual
in thirteen countries, offers expertise
protest groups in the run-up to the
in human rights, labour standards,
A London stockbroker is reportedly
ballot. Founder Mike Ashley was re-
corruption and controversial weapons.
sounding out investors over removing
elected by 88% of shareholders, who
Shareholders plot Debenhams coup
the current leadership of department
include his own 55% stake. Chairman
“This acquisition is in keeping with
store Debenhams. According to the
Keith Hellawell and Simon Bentley,
our
to
Financial Times, Cenkos has sounded
who
expand our product offerings, provide
out replacements for CEO Michael
heads
the
company’s
audit
long-standing
commitment
9
Sharp and wants shareholders to back
Governance. “CalSTRS has definitely
the ratio of the compensation of its chief
its move.
seen a shift in the dialogue when it
executive officer (CEO) to the median
comes to environmental, social and
compensation of its employees. The
Around 20 shareholders are reportedly
governance issues. Our engagement
new rule, mandated by the Dodd-Frank
behind the push, and although the size
with companies pushed the reporting
Wall Street Reform and Consumer
of their collective stake is unknown, it is
of energy risks and improved energy
Protection Act, provides companies
thought the group would need additional
efficiency,” she added.
with flexibility in calculating this pay ratio,
support to cleanly remove Sharp. Mike
and helps inform shareholders when
Ashley, who is an indirect shareholder
Super
in the department store through his
managers to vote more aggressively
funds
pressuring
passive
Sports Direct company, is not one
voting on “say on pay.” US companies will be required to provide disclosure of their pay ratios for their first fiscal year
of those pushing for change, despite
Australia’s superannuation funds are
beginning on or after Jan. 1, 2017.
criticizing the company’s product range
asking passive managers to do more on
earlier this year. His sportswear store
ESG integration and active stewardship
has concessions in several Debenhams
practices. First State Super’s (FSS)
stores, and plans to open more.
head of research and origination, Ross
Beverage giant Coca Cola has changed
Coke implements proxy access
Barry, supports the concept of universal
a bylaw to allow investors to nominate
Although 18 months have passed
ownership and says large super funds
directors to the board joining a growing
since the company issued a profit
are not external to the market, and need
trend among large companies.
warning and ousted its CFO over a
to recognise their responsibility and the
discount
investment footprint they leave in their
Investors owning at least 3% of stock for
wake.
at least three years will have the right to
demanded
of
suppliers,
shareholders have not recovered their faith in management and are likely to be
advance two candidates for election to
concerned about Debenhams’ health
Louise Davidson, chief executive of the
the board. According to the bylaw, up to
as the crucial pre-Christmas period
Australian Council of Superannuation
twenty shareholders could team-up to
approaches.
Investors, says a lot of boards want to
reach the required ownership threshold.
concentrate on long-term issues and
The company said the decision had
will increasingly sidestep the funds
been taken following discussions with
management industry if they feel better
many shareholders, which wanted “to
able to achieve this directly.
see some kind of proxy access right in
CalSTRS
lauds
achievements
of
engagement program The
California
State
Teacher’s
place.”
Retirement System has released details
While complimentary of their fund
of its proxy voting and engagement
managers, Talieh Williams, manager
The
efforts for the 2015 proxy season.
of
sustainable
relations with its investors, as recent
governance
and
company
wants
to
improve
investments at UniSuper, said as an
earnings results have disappointed, with
The $184 billion pension fund, known
industry, passive managers needed
consumers trying to cut back on soda.
as one of the US’ most aggressive
to be more proactive, particularly
Coke’s stock is down more than 7%
institutional investors, helped lead a
regarding proxy voting. “There has
since the beginning of the year. Coke
campaign to get corporations to accept
also been an issue here in Australia
joins other large companies, including
proxy access bylaws, giving long-
regarding some AGMs, where we feel
Microsoft and General Electric, in
term shareholders a right to nominate
sometimes passive managers haven’t
adopting the so-called proxy access.
candidates for election to company
taken a strong view on the governance
boards. CalSTRS voted in favour of 83
at hand and too readily supported
out of 87 proposals, the report said,
management,” Williams says.
with 49 achieving majority support among shareholders.
SEC
Adopts
Rule
for
Pay
Ratio
Disclosure “As long-term investors, we believe the right to nominate director candidates to
Investors
the proxy is a fundamental shareholder
CEO pay relative to median for the
right that should be in place at all
company. The Securities and Exchange
companies,” CalSTRS’
to
be
able
adopted
to
a
evaluate
said
Anne
Sheehan,
Commission
rule
that
Director
of
Corporate
requires a public company to disclose
10
Don’t leave it to chance
Proxy Insight has all the intelligence you need for a successful shareholder vote. Understanding who votes, how and why puts you in control—so don’t leave it to chance.
www.proxyinsight.com