Proxy season's going to be interesting this year.
A version of this article originally appeared on our US site, Fool.com.
Years ago, shareholder activism was never newsworthy unless somebody like Carl Icahn or Bill Ackman was taking the action. These days, shareholder activism has become an area that's worth following closely.
Tracking the trends
Manhattan Institute's ProxyMonitor.org site tracks shareholder proposals, proponents and vote tallies in a quick and easy free database. It reduces the need to scour through proxies if one's looking for some quick-and-dirty trends and information on shareholder activism at Fortune 200 companies, including historical information back to 2006. It also includes a handy scorecard to track the votes in real time.
This year, James Copland, director of the Manhattan Institute's Center for Legal Policy, is watching some trends at companies that he has dubbed potentially "alarming" as this year's proxy season heats up.
According to his recent report and analysis, Copland has deemed several types of shareholder proposals as worthy of particular focus this year: political spending proposals, proxy-access proposals and chairman independence proposals.
Many of these proposals have been sponsored by traditional corporate governance "gadflies" such as Evelyn Davis and John Chevedden, as well as labour pension funds.
Cause for alarm?
I chatted with Copland about the trends he finds alarming in what he has called the "new" shareholder activism. Activists have been at this for decades, so I asked about his definition of the "new" shareholder activism. He defined it as related to proposals that differ from the more "traditional" shareholder activism conducted by activists like Carl Icahn, who intend to exert pressures and shake up companies to deliver more shareholder value.
The really "new" factor today is that certain types of proposals are gaining traction, such as say-on-pay proposals. Copland mentioned that many of these activists and individuals are agitating on philosophical grounds rather than on the grounds of shareholder value in the traditional sense.
Copland's concerns include the potential for investors with agendas "capturing" too much power at public companies; I'm sure many would agree that labour investors gaining too much control over managements and boards could cause some issues. He suggested the idea that such activists could threaten to target executive pay unless companies concede on union demands, for example.
When I asked Copland to identify an extremely alarming trend, he brought up the increasing power of proxy advisory firms such as Institutional Shareholder Services (ISS). His concern includes a "cookie-cutter approach" to shareholder voting recommendations, without taking into account important differences in different industries, or the desire to "defang" political spending instead of boost shareholder value.
He's also concerned about how little firms like ISS are required to disclose about their stances. For example, he finds it odd that ISS has focused on natural gas/fracking proposals -- recommending that shareholders generally vote for proposals demanding greater disclosure -- but aren't directing similar attention to areas like other drilling practices as well as nuclear power issues.
Copland also brought up the concern that investors -- small and large -- may not have the time and resources to adequately assess their voting decisions and rely too heavily on firms like ISS, or may not have shareholder value in mind in their voting decisions.
Copland makes legitimate points, but I interpret the current trends as signs of progress rather than cause for alarm. I believe most investors are well aware that some shareholder proposals are grounded in agendas that relate to stakeholders other than shareholders, and some agendas are simply downright political. However, just because someone has an agenda doesn't mean he or she is necessarily wrong.
Labour shareholders clearly have an agenda. Personally, I always take unions with a grain of salt, since their economic demands can sometimes gut companies and put them out of business over the long term. However, that doesn't mean their complaints about CEO pay that isn't tied to performance are illegitimate.
Meanwhile, I'd argue that many corporate management teams have quite an agenda, too; sometimes it's to line their own pockets at shareholder expense and without delivering true performance.
For those who see shareholder rights as troubling and problematic, there are indeed some "alarming" trends showing themselves already this proxy season. At Apple (NASDAQ: AAPL.US), 80% of shareholders supported a majority voting standard. At Emerson Electric (NYSE: EMR.US), 77% of shareholders voted in favour of declassifying the board. A whopping 85% of Johnson Controls (NYSE: JCI.US) shareholders also voted for board declassification.
Meanwhile, some companies are changing their ways following last year's embarrassing rebukes from shareholders. Janus Capital Group (NYSE: JNS.US) received only 40% support for its executive pay policy last year, and recently reduced CEO Richard Weil's pay in light of the vote.
The fine art of listening
Personally, I support say-on-pay, separating chairman and CEO roles, declassified boards, proxy access and majority voting. I believe all of these are important shareholder rights and, without them, managements are too often allowed to run roughshod over shareholders and other important stakeholders, which never boosts value in the end.
However, if shareholders large and small are going to demand more power and voice, of course we must remain aware of the issues. We must make sure we're voting wisely and rationally, and taking our ownership in companies -- no matter how small -- very seriously.
Taking ownership to heart includes listening to the very people we disagree with and having the ability to concede some rational points. And here's one thing we can all agree on, right off the bat: the 2012 proxy season is going to be interesting.
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