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[First page] Shareholder Proposals: Trends from Recent
Proxy Seasons (2007-2011)
by Matteo Tonello and Melissa Aguilar
A comprehensive analysis of shareholder proposals introduced in the
recent proxy seasons can assist corporate directors and officers preparing
for annual general meetings. In addition to providing voting results, this
study examines data on proposal volume, topics, and sponsorship from samples
of Russell 3000 and S&P 500 companies. It inaugurates a collaboration
between The Conference Board and FactSet.
In preparing for 2012 annual meetings, corporate counsel, corporate
secretaries and governance officers, and board members (especially those
serving on compensation or nominating committees) should evaluate necessary
corporate actions in light of the 2011 voting results and the newly updated
ISS proxy voting guidelines.
To provide assistance with the first prong of their analysis, this
study examines shareholder proposals submitted to business corporations
registered with the U.S. Securities and Exchange Commission (SEC) that held
their annual general shareholder meetings (AGMs) between January 1, 2011 and
August 3, 2011 and, at the time of their AGM, were in the Russell 3000
Index. The Russell 3000 Index was chosen as it assesses the performance of
the largest 3000 U.S. companies, representing approximately 98 percent of
the investable U.S. equity market.
The study inaugurates a collaboration between The Conference Board and
FactSet Research Systems Inc. (FactSet); unless specifically noted, the
study aggregates and analyzes data compiled by FactSet and drawn from public
disclosure. To access the underlying database, which is updated daily, and
retrieve management and shareholder proposals, no-action letter requests,
and voting results regarding individual companies, visit
www.conference-board.org/proxyvoting.
Data reviewed in the report includes proposal volume, topics, and
sponsorship; proponent types considered in the sponsorship analysis are
described on p. 5 and reflect the categorization used by FactSet LionShares.
The discussion of voting results is integrated with information on non-voted
shareholder proposals—due to their withdrawal by sponsors, the decision by
management to omit them from the voting ballot or other, undisclosed
reasons. Omission figures indicate that the company was granted no-action
relief from the staff of the SEC in connection with the exclusion of a
shareholder proposal from its proxy materials, in reliance on Rule 14a-8
under the Securities Exchange Act of 1934. Since the SEC began publishing
no-action letters on its website only for letters issued after October 1,
2007, aggregate data provided in this report for 2007 should not be used for
comparative purposes.
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[To download the full 101 page report,
click here.]
Electronic copy available at: http://ssrn.com/abstract=1998378 |