Proxy Monthly September 2015 - Proxy Insight

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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.



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