Investors at two more S&P 500 firms--Costco Wholesale and Johnson Controls--have defied management and backed annual advisory votes on compensation.
At Costco’s Jan. 27 annual meeting, there was a 52.8 percent support for an annual advisory vote, outpacing the 43.5 percent vote for management’s choice of a triennial frequency. Following the meeting, the company’s board said it would hold an annual vote “until the next required shareholder vote on the frequency of shareholder votes on the compensation of executives.” The Dodd-Frank Act requires companies to hold frequency votes at least once every six years.
At Johnson Controls’ Jan. 26 meeting, there was 58.6 percent approval for an annual vote, as compared to a 39.5 percent vote for triennial, which management recommended. In its 8-K filing, the company did not immediately indicate how it would respond to that vote.
While large institutions are not required to disclose their proxy votes until August, it appears that several major investors are contributing to these early votes for annual frequency. Among Costco’s five-largest holders are Vanguard Group and State Street Global Advisors, according to Factset Research data. Both institutions have expressed public support for annual votes. At Johnson Controls, Vanguard and Fidelity Management & Research (FMR) are among the five largest investors, according to Factset. In a Jan. 29 prospectus for its Fidelity Value Strategies Fund, FMR said it “will generally support annual advisory votes on executive compensation."
At both Monsanto and Jacobs Engineering Group last week, investors cast more than 60 percent of their shares in favor of annual votes, despite triennial recommendations by management. These four early votes suggest that there may be similar results at widely held S&P 500 companies later this season.