David H. Webber, professor at the Boston University School of Law, writes about efforts funded by corporations to reduce the number of shareholder proposals. Note that a very small number of these proposals are filed each year, at a very small percentage of companies, and that even a 100 percent vote in favor is almost never binding on management. And yet, somehow advisory votes by shareholders are so terrifying that the snowflakes in the corporate boardroom get the vapors even thinking about them.
Corporate lobbyists at the Business Roundtable — led by JPMorgan Chase chief executive Jamie Dimon — are heralding an effort to sharply limit the ability of investors to have a say in their companies through shareholder proposals. If successful, it will reduce stockholders’ ability to shape the companies they own and hold corporate managers accountable. As with political voting rights, these corporate voter-suppression efforts demonstrate that even the most basic rights need constant vigilance to protect them.Shareholder proposals — governed by the Securities and Exchange Commission — allow shareholders to suggest ideas to be voted on by their peers at the annual meeting. As with voter-suppression tactics generally, the Business Roundtable would not eliminate shareholder proposal rights. Tactically, that would be too crude. Instead, it would interpose a series of technical requirements that would have the same effect as a ban. Most notably, the Roundtable would drastically raise the ownership threshold needed to file a proposal.But shareholder proposals are effectively tools for significant corporate change, akin to ballot initiatives that have played such an important role in American democracy. In recent years, shareholder proposals have called for better assessment and disclosure of climate change risks and for improved diversity in hiring….A recent SEC study shows that New York City’s efforts [to get companies to adopt proxy access provisions] led to a total increase of $10.6 billion in shareholder value at targeted companies…Even when unsuccessful, shareholder proposals can become important mechanisms for registering discontent and helping companies adjust policy…Shareholder proposals mainstreamed diversity as an investment issue, recently pounced on by State Street — a traditional investment house with $2.5 trillion in assets under management — which adopted a new voting policy favoring women board members, symbolically underscored by the company’s commission of the “Fearless Girl” sculpture on Wall Street….None of this is to say that shareholder proposal rules are perfect. Certain revisions might be worth considering. But nothing justifies the stratospheric threshold that Dimon and the Roundtable are backing. Apparently, they’re not interested in protecting shareholders — only in protecting themselves.
Source: Big corporations are trying to silence their own shareholders – The Washington Post
VEA Vice Chair Nell Minow spoke at Ralph Nader’s “Breaking Through Power” conference in Washington, D.C.
Announcement from the NY City Comptroller:
Today, ExxonMobil announced that it will amend its bylaws to adopt proxy access – a cornerstone of Comptroller Scott M. Stringer and the New York City Pension Funds’ strategy to make corporate boards more diverse, independent, and accountable. Proxy access achieves these goals by giving large, long-term shareholders the ability to nominate some of the board’s directors on the company ballot.
The change announced today at ExxonMobil comes in response to a proposal filed by Comptroller Stringer on behalf of the New York City Pension Funds, which received an unprecedented 62% support. The proposal was part of the “Boardroom Accountability Project,” a national campaign launched by Comptroller Stringer to enact proxy access across the marketplace. When the initiative began in 2014, only six companies had meaningful proxy access. Today, it exists among more than 280 companies.
New York City Comptroller Scott M. Stringer released the following statement on Exxon’s decision: “By enacting proxy access and giving investors a meaningful voice in board elections, Exxon has taken a significant step to empower shareowners. With the historic Paris Agreement taking effect this week, it’s more important than ever that Exxon – and every energy firm – have a diverse, independent, and climate-competent board. As these companies navigate the transition to a low-carbon economy, proxy access gives investors a critical tool to hold directors accountable.”
Source: Statement from New York City Comptroller Scott M. Stringer on ExxonMobil’s Proxy Access Announcement
The Business Roundtable, once again proving that they only like capitalism when the providers of capital are silent and powerless, has released a proposal to “improve” the shareholder proposal process. They say this is necessary because
the current shareholder proposal process is dominated by a limited number of individuals who file common proposals across a wide range of companies but own only a nominal amount of shares in the companies they target. These investors are pursuing special interests — many of which have no rational relationship to the creation of shareholder value and conflict with what an investor may view as material to making an investment decision. As a result, the current process is often used to promote the self-interest of a minority of shareholders, frequently at a significant cost to the company.
The BRT’s claims that these “improvements” are necessary are unpersuasive, including the alleged “costs” of proposals and a completely inapposite analogy to “proxy access” eligibility. A non-binding proposal is in an entirely different category than nominating a director who may be elected to the board.
If the BRT would pay less attention to the proponents and more attention to the level of support the proposals get from a wide range of investors, they would understand that this is what is referred to as a market test. It is an outrage that they want to limit even further the shareholder proposal process, when even a unanimous vote in favor is advisory only. The best way for corporate executives to reduce the number of proposals and votes in favor is to adopt corporate governance best practices and develop better lines of communication with investors.
Source: Responsible Shareholder Engagement and Long-Term Value Creation | Business Roundtable