NEW YORK, May 30, 2013 /PRNewswire/ -- As the debate
continues over whether companies should be required to disclose
certain information about their political spending activities to
shareholders, early vote results show mixed shareholder support for
political issue proposals, according to the latest Proxy Voting
Fact Sheet released by The Conference Board in collaboration
with FactSet Research.
The report, which examines data from more than 600 annual
general meetings (AGMs) held at Russell 3000 companies between January 1 and April 30, shows that, of 28
proposals related to political issues submitted at companies that
held AGMs during the period, 24 went to a vote (of the remainder,
three were withdrawn and one was omitted). None of those proposals
received majority support. While overall support averaged 18.3
percent of votes cast for the 24 voted proposals, support levels
ranged from 2.9 percent to 39.2 percent.
"The continuing high volume of proposals on this topic suggests
that, whether or not the Securities and Exchange Commission takes
up rulemaking on this topic, shareholders will continue to press
companies for more information about their activities in this
area," says Melissa Aguilar,
researcher at The Conference Board and author of the report. "While
the details vary, most of the proposals that went to a vote sought
some sort of annual or semiannual report on corporate spending and
lobbying and corporate policy in this area."
The volume of proposals seeking details related to political
spending has climbed steadily since the Supreme Court's 2010
decision in Citizens United v. Federal Election Commission,
which rolled back restrictions on political spending by
corporations. Among Russell 3000
companies that held AGMs during the period from January 1 to June 30, 2012, 96 such proposals
were submitted, 70 of which were voted on.
"Early meeting results are revealing some interesting emerging
trends, including the increased use by corporate governance
activists of 14a-8 proposals targeting pay practices," says
John Laide, vice president, senior
product manager, FactSet Research Systems. "When mandatory say on
pay went into effect in 2011, the number of compensation-related
proposals submitted by shareholders dropped by nearly two-thirds.
The number of pay proposals has been steadily rising and is on pace
to easily surpass last year's total, and is actually only running
about 25 percent less than 2010 levels. Eliminating accelerated
vesting due to a change of control and requiring executives and
directors to retain equity for longer periods of time are among the
top pay issues."
Other findings from the current proxy season highlighted in the
May edition of the Proxy Voting Fact Sheet include:
- For the 502 Russell 3000 companies reporting detailed
say-on-pay vote results during the January—April 2013 period,
shareholder support as a percentage of votes cast averaged 91
percent. Of those, 496 companies passed their SOP votes, while
shareholders failed to get majority support for their SOP proposals
at six companies failed.
- The vast majority of companies that held SOP votes during the
period (378, or 75.3 percent) received shareholder support of 90
percent or greater.
- At 27 companies, SOP proposals received shareholder support of
less than 70 percent—the level at which companies may be subject to
greater scrutiny by proxy advisory firms such as ISS and Glass
Lewis.
- The largest proportion of shareholder proposals during the
January—April period related to corporate governance. Among
governance-related proposals voted during the period, board
declassification proposals received the highest average shareholder
support (78.3 percent for the 18 proposals voted during the
period). The highest volume of governance proposals voted during
the period sought to split the chairman and CEO positions (21).
None received majority support. On average, support for proposals
was 28.8 percent in favor (as a percentage of votes cast).
- Among the 224 shareholder proposals submitted at Russell 3000 companies the held AGMs during
the period, 62.5 percent went to a vote, while nearly one-quarter
(23.7 percent) were omitted. Proportions were similar for the 190
proposals submitted at S&P 500 companies that held meetings
during the same period.
- By sponsor type, most shareholder proposals submitted at
Russell 3000 companies that held
meetings through April 30 were filed
by individuals (95).
For complete details and additional findings, download the
complete report:
https://www.conference-board.org/publications/publicationdetail.cfm?publicationid=2499.
About The Conference Board
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global, independent business membership and research association
working in the public interest. Our mission is unique: To provide
the world's leading organizations with the practical knowledge they
need to improve their performance and better serve society. The
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501(c)(3) tax-exempt status in the United States. For more
information, please visit www.conference-board.org.
About FactSet
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best investment professionals outperform. More than 48,000 users
stay ahead of global market trends, access extensive company and
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provides information on takeover defense and proxy-related issues.
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