In its news alert released yesterday, the Shareholder Rights Project (SRP), working on behalf of eight SRP-represented investors, announced that proposals submitted for 2013 meetings have already had significant impact. As discussed below, major results obtained so far include the following:
- Following active engagement, 46 S&P 500 and Fortune 500 companies that received shareholder proposals for 2013 annual meetings have already agreed to move towards annual elections.
- These 46 companies represent more than 60% of the companies receiving shareholder proposals from SRP-represented investors for the 2013 proxy season.
- Together with the 2012 work of the SRP, 91 companies — about three-quarters of the S&P 500 and Fortune 500 companies that received proposals in 2012, 2013 or both — have agreed to move towards annual elections. The aggregate market capitalization of these 91 companies exceeded one trillion dollars as of March 1, 2013.
As described in the SRP’s November 2012 news alert, the SRP submitted shareholder declassification proposals on behalf of SRP-represented investors to 74 S&P 500 and Fortune 500 companies with classified boards for a vote at their 2013 annual meetings. Following active engagement with companies receiving proposals, 42 companies have entered into agreements to bring management proposals to declassify their boards for shareholder approval (a list of those companies that have already publicly disclosed the agreed-upon management proposals is available here). Furthermore, 4 other companies have declassified by amending their bylaws (where companies’ classified board structures are set out in their bylaws, declassification may occur without a shareholder vote). The boards of these 46 companies should be commended for their responsiveness to shareholder concerns.
In addition to the 42 companies that will put forward management proposals to declassify pursuant to 2013 agreements with SRP-represented investors, 11 companies will put forward management proposals pursuant to agreements entered into following the submission of 2012 proposals by SRP-represented investors. Full details about the management proposals that will be brought to a vote pursuant to 2012 agreements with companies are available in the SRP’s 2012 annual report.
The agreements resulting from 2013 proposals, combined with the large number of 2012 declassifications of S&P 500 companies that resulted from engagement with the SRP and SRP-represented investors (described in the 2012 annual report), are expected to bring about a major change in the governance landscape of large publicly traded firms. The SRP expects that, by the end of 2013, the work of the SRP and SRP-represented investors will have contributed to movements toward board declassification by a majority of the S&P 500 companies that had classified boards at the beginning of 2012.
The eight institutional investors on behalf of which the SRP is working are the Illinois State Board of Investment (ISBI), the Los Angeles County Employees Retirement Association (LACERA), the Nathan Cummings Foundation (NCF), the North Carolina Department of State Treasurer (NCDST), the Ohio Public Employees Retirement System (OPERS), the Massachusetts Pension Reserves Investment Management Board (PRIM), the Florida State Board of Administration (SBA) and the School Employees Retirement System of Ohio (SERS). The SRP provides SRP-represented investors with a wide range of services in connection with the submission of shareholder proposals, including submitting proposals on behalf of such investors, and assisting such investors in connection with designing proposals, selecting companies for proposal submission, engaging with companies, negotiating and executing agreements with companies to bring management declassification proposals, and presenting proposals at annual meetings.