So far this U.S. proxy season, investors and companies have focused on the advisory votes on compensation and pay vote frequency that all large and mid-cap firms are required to hold this year by the Dodd-Frank Act. By comparison, there has been limited attention to shareholder proposals; primarily because just 26 resolutions have gone to a vote so far.
However, that will change this week, when a series of large firms--including Citigroup, Whirlpool, and Sherwin-Williams--hold their annual meetings. Next week, General Electric, IBM, AT&T, DuPont, and Pfizer are among the blue-chip companies that will host investor meetings. Over the final two weeks of April, 80 shareholder proposals are scheduled for votes.
So far this year, shareholders have filed 774 proposals for meetings before July 1; down from 937 during the same period in 2010, according to ISS data. One reason for the smaller proposal volume this year is the absence of shareholder “say on pay” proposals, which accounted for 73 filings during the first half of last year. Among this season’s proposals, 394 remain pending, 198 were withdrawn, and 156 were omitted after corporate no-action challenges.
The topic with the most filings this year is majority voting, where shareholders have submitted 80 resolutions, almost twice as many as in 2010. Also notable in the significant increase in withdrawals on this topic; the United Brotherhood of Carpenters, the New York City funds, and other proponents have withdrawn 29 proposals, often after companies agreed to adopt that reform. Forty-one majority-voting proposals are pending, and this topic will be on the ballot this week at Spectra Energy, Paccar, Sherwin-Williams, and Graco.
Investors also have filed 78 proposals that seek corporate reports on political spending and/or lobbying expenses, up from 48 during the first six months of 2010. Shareholders have withdrawn 23 resolutions while seven were omitted. This topic has received more attention from investors since the U.S. Supreme Court’s Citizens United decision last year.
The third-most popular topic this season is board declassification, where 56 proposals have been filed and 35 remain pending. Investors also submitted 50 resolutions seeking the right of investor groups to call special meetings, but 12 were omitted after no-action challenges and 31 resolutions remain pending.
Among the most closely watched new proposals will be a resolution filed by New York City's pension funds at Citigroup's annual meeting on Thursday. The city funds are requesting an audit committee review of the company’s internal controls related to foreclosure processes and a report to shareholders. The proposal follows allegations of faulty document reviews and processing including “robo-signing” that brought additional scrutiny on mortgage servicers last fall. Similar proposals are on the ballot at Wells Fargo (May 3), Bank of America (May 11), and JPMorgan Chase (May 17).