So far this year, investors have been more receptive to shareholder proposals that seek an independent board chair.
These proposals have averaged 37.7 percent support (based on votes “for” and “against”) at 20 U.S. companies this proxy season, according to ISS Voting Analytics data, which includes meetings at Russell 3000 firms through May 4. These results are a significant improvement from 2011, when independent chair resolutions averaged 32.8 percent approval at 28 Russell 3000 companies during the full year, and from 2010, when there was 27.4 percent support at 38 firms.
This year’s campaign includes proposals from the American Federation of State, County, and Municipal Employees; shareholder activist Kenneth Steiner; and various individual investors.
“AFSCME is pleased that shareholders are increasingly voicing their concerns about the lack of independent board leadership and the conflicts of interest it perpetuates, particularly at companies with lackluster performance,” said Lisa Lindsley, the labor pension fund’s director of capital strategies.
While independent chair proposals have yet to earn majority support this year, these resolutions did attract more than 40 percent approval at 10 companies. Among those firms are Johnson & Johnson, PepsiCo, AT&T, DuPont, Honeywell, and Janus Capital Group. The best showing so far was 48.4 percent support at Sterling Bancorp’s May 3 meeting.
Although these resolutions don’t get the wide support received by shareholder proposals seeking board declassification or majority voting, it does appear that more investors are willing to vote for independent board chairs. Support did increase at two companies where this proposal was on the ballot last year. At Wells Fargo & Co., support increased nearly eight percentage points to 37.8 percent. At Whole Foods Market, there was 37.5 percent approval, up from 33.7 percent in 2011.
Independent chair proposals will be on the ballot at several high-profile companies later this month, including at JPMorgan Chase (May 15), Northrop Grumman (May 16), KeyCorp (May 17), and YUM! Brands (May 17).