Shareholder Rights Project
The Shareholder Rights Project (SRP) was established by the Harvard Law School Program on Institutional Investors to contribute to education, discourse, and research related to efforts by institutional investors to improve corporate governance arrangements at publicly traded firms. During three academic years (2011-2012 through 2013-2014), the SRP operated a clinic that assisted institutional investors (several public pension funds and a foundation) in moving S&P 500 and Fortune 500 companies towards annual elections. This work contributed to board declassification at about 100 S&P 500 and Fortune 500 companies. This website provides information about the work done by the SRP clinic during its three years of operation. Any communications with respect to the SRP clinic should be attributed solely to the SRP and not to Harvard Law School or Harvard University.

Outcomes of Proposals for the 2012 Proxy Season

The table below shows the outcome or current status for each of the 89 S&P 500 companies where shareholder proposals by institutional investors that worked with the SRP clinic that were submitted for a vote at annual meetings during the 2012 proxy season. The percentages of support shown below are of votes cast.


Company Proponent Outcome/Current Status
1. Airgas, Inc. (ARG) LACERA PRECATORY PROPOSAL PASSED (64% support);
a precatory proposal was submitted for the 2013 proxy season and PASSED (57% support).
2. Akamai Technologies, Inc. (AKAM) ISBI Agreement reached;
agreed-upon management declassification proposal received majority support but did not pass due to 75% supermajority requirement
3. Alcoa Inc. (AA) NCDST Agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement.
4. Allegheny Technologies Incorporated (ATI) OPERS Agreement reached;
agreed-upon MANAGEMENT DECLASSIFICATION PROPOSAL went to a vote during the 2014 proxy season.
5. Amphenol Corporation (APH) NCF BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
6. Apache Corporation (APA) ISBI PRECATORY PROPOSAL PASSED (89% support);
company subsequently announced management declassification proposal going to a vote during the 2013 proxy season; agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement.
7. Baxter International Inc. (BAX) NCF PRECATORY PROPOSAL PASSED (98% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; agreed-upon management declassification proposal did not pass due to two-thirds of holders of the company’s stock requirement.
8. Bemis Company, Inc. (BMS) NCDST Precatory proposal passed (75% support);
BOARD DECLASSIFIED by subsequent board-adopted bylaw amendment.
9. Best Buy Co, Inc. (BBY) NCF PRECATORY PROPOSAL PASSED (97% support);
company subsequently announced management declassification proposal going to a vote during the 2013 proxy season; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
10. BlackRock, Inc. (BLK) ISBI BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
11. C.H. Robinson Worldwide, Inc. (CHRW) NCF BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
12. C.R. Bard, Inc. (BCR) OPERS BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
13. Cabot Oil & Gas Corporation (COG) NCDST BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
14. Cameron International Corporation (CAM) NCDST BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
15. CareFusion Corporation (CFN) LACERA PRECATORY PROPOSAL PASSED (91% support); a precatory proposal was submitted for the 2013 proxy season and agreement reached.
16. CarMax, Inc. (KMX) NCF PRECATORY PROPOSAL PASSED (87% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
17. CenturyLink, Inc. (CTL) ISBI BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
18. Cerner Corporation (CERN) ISBI PRECATORY PROPOSAL PASSED (65% support);
a precatory proposal was submitted for the 2013 proxy season and  agreement reached; agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement.
19. CF Industries Holdings, Inc. (CF) LACERA PRECATORY PROPOSAL PASSED (93% support);
company subsequently announced management declassification proposal going to a vote during the 2013 proxy season; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
20. Chipotle Mexican Grill, Inc. (CMG) ISBI PRECATORY PROPOSAL PASSED (89% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
21. CIGNA Corporation (CI) OPERS Agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement;
BOARD DECLASSIFIED by subsequent board-adopted bylaw amendment.
22. Citrix Systems, Inc. (CTXS) LACERA Agreement reached;
BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
23. Cognizant Technology Solutions Corporation (CTSH) LACERA PRECATORY PROPOSAL PASSED (91% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
24. Coventry Health Care, Inc. (CVH) ISBI BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
25. DENTSPLY International Inc. (XRAY) LACERA PRECATORY PROPOSAL PASSED (78% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
26. DeVRY, Inc. (DV) PRIM BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
27. Edwards Lifesciences Corporation (EW) ISBI PRECATORY PROPOSAL PASSED (98% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
28. Eli Lilly and Company (LLY) NCF Agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement.
29. EQT Corporation (EQT) OPERS PRECATORY PROPOSAL PASSED (81% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
30. F5 Networks, Inc. (FFIV) ISBI PRECATORY PROPOSAL PASSED (77% support);
company subsequently announced management declassification proposal going to a vote during the 2013 proxy season; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
31. Fidelity National Information Services, Inc. (FIS) ISBI BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
32. FLIR Systems, Inc. (FLIR) NCF PRECATORY PROPOSAL PASSED (82% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
33. Flowserve Corporation (FLS) NCDST BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
34. FMC Corporation (FMC) NCF PRECATORY PROPOSAL PASSED (83% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
35. FMC Technologies, Inc. (FTI) NCDST BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
36. GameStop Corp. (GME) NCF Agreement reached;
BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
37. Helmerich & Payne (HP) NCDST BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
38. Hess Corporation (HES) NCDST PRECATORY PROPOSAL PASSED (78% support);
a precatory proposal was submitted for the 2013 proxy season and  agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
39. Hudson City Bancorp, Inc. (HCBK) NCF BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
40. Intuitive Surgical, Inc. (ISRG) NCDST BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
41. JDS Uniphase Corporation (JDSU) PRIM BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
42. Janus Capital Group Inc. (JNS) NCDST BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
43. Juniper Networks, Inc. (JNPR) ISBI BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
44. Kellogg Company (K) NCDST Precatory proposal did not pass;
a precatory proposal was submitted for the 2013 proxy season and PASSED (52% support).
45. KLA-Tencor Corporation (KLAC) PRIM BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
46. L-3 Communications Holdings, Inc. (LLL) NCDST Agreement reached;
BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
47. Lexmark International, Inc. (LXK) NCDST PRECATORY PROPOSAL PASSED (93% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
48. Limited Brands, Inc. (LTD) ISBI PRECATORY PROPOSAL PASSED (65% support);
a precatory proposal was submitted for the 2013 annual meeting and agreement reached; agreed-upon management declassification proposal received majority support but did not pass due to 75% supermajority requirement.
49. Lorillard, Inc. (LO) ISBI PRECATORY PROPOSAL PASSED (96% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
50. Masco Corporation (MAS) ISBI PRECATORY PROPOSAL PASSED (85% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement.
51. McDonald's Corporation (MCD) LACERA BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
52. MEMC Electronic Materials, Inc. (WFR) NCDST PRECATORY PROPOSAL PASSED (96% support);
company subsequently announced management declassification proposal going to a vote during the 2013 proxy season; BOARD DECLASSIFIED after the company’s announced management declassification proposal passed during the 2013 proxy season.
53. MetroPCS Communications, Inc. (PCS) LACERA Agreement reached;
BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
54. Moody's Corporation (MCO) NCF PRECATORY PROPOSAL PASSED (77% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
55. Netflix, Inc. (NFLX) LACERA PRECATORY PROPOSAL PASSED (75% support);
a precatory proposal was submitted for the 2013 proxy season and PASSED (88% support).
56. Newell Rubbermaid Inc. (NWL) ISBI BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
57. NRG Energy, Inc. (NRG) NCDST BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
58. O'Reilly Automotive, Inc. (ORLY) NCF Agreement reached;
BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
59. Owens-Illinois, Inc. (OI) ISBI BOARD DECLASSIFIED after agreed upon management declassification proposal passed during the 2012 proxy season.
60. PACCAR Inc. (PCAR) NCDST Precatory proposal did not pass;
a precatory proposal was submitted for the 2013 proxy season and did not pass.
61. Patterson Companies, Inc. (PDCO) PRIM BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
62. People's United Financial, Inc. (PBCT) NCDST PRECATORY PROPOSAL PASSED (91% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
63. Pioneer Natural Resources Company (PXD) LACERA BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
64. PPG Industries, Inc. (PPG) NCDST Agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement;
a precatory proposal was submitted for the 2013 proxy season and agreement reached; agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement.
65. Principal Financial Group, Inc. (PFG) ISBI Agreement reached;
agreed-upon management declassification proposal received majority support but did not pass due to 75% supermajority requirement
66. QEP Resources, Inc. (QEP) ISBI PRECATORY PROPOSAL PASSED (88% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement.
67. Quest Diagnostics Incorporated (DGX) ISBI PRECATORY PROPOSAL PASSED (94% support);
company subsequently announced management declassification proposal going to a vote during the 2013 proxy season; BOARD DECLASSIFIED after the company’s announced management declassification proposal passed during the 2013 proxy season.
68. Red Hat, Inc. (RHT) LACERA PRECATORY PROPOSAL PASSED (95% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
69. Roper Industries, Inc. (ROP) LACERA Agreement reached;
agreed-upon MANAGEMENT DECLASSIFICATION PROPOSAL going to a vote during the 2013 proxy season.
70. Rowan Companies, Inc. (RDC) NCDST BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
71. Ryder System, Inc. (R) NCDST PRECATORY PROPOSAL PASSED (88% support);
a precatory proposal was submitted for the 2013 proxy meeting and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
72. salesforce.com, inc. (CRM) NCF PRECATORY PROPOSAL PASSED (81% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
73. SCANA Corporation (SCG) NCDST PRECATORY PROPOSAL PASSED (60% support);
a precatory proposal was submitted for the 2013 proxy season and PASSED (70% support).
74. Snap-On Incorporated (SNA) NCDST PRECATORY PROPOSAL PASSED (85% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
75. St. Jude Medical, Inc. (STJ) ISBI Agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement;
a precatory proposal was submitted for the 2013 proxy season and agreement reached; agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement.
76. Stanley Black & Decker, Inc. (SWK) NCDST BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
77. TECO Energy, Inc. (TE) NCF BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
78. Tellabs, Inc. (TLAB) OPERS Agreement reached;
agreed-upon management declassification proposal received majority support but did not pass due to 75% supermajority requirement.
79. Teradata Corporation (TDC) NCDST Agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement;
a precatory proposal was submitted for the 2013 proxy season and PASSED (98% support).
80. The J. M. Smucker Company (SJM) LACERA PRECATORY PROPOSAL PASSED (77% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
81. The Progressive Corporation (PGR) ISBI BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
82. The Western Union Company (WU) NCF BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.
83. United States Steel Corporation (X) NCDST PRECATORY PROPOSAL PASSED (82% support);
a precatory proposal was submitted for the 2013 proxy season and PASSED (81% support).
84. Unum Group (UNM) LACERA Agreement reached;
BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2013 proxy season.
85. Urban Outfitters, Inc. (URBN) ISBI Precatory proposal passed (60% support);
BOARD DECLASSIFIED by subsequent board-adopted bylaw amendment.
86. V. F. Corporation (VFC) NCF Precatory proposal passed (63% support);
BOARD DECLASSIFIED by subsequent board-adopted bylaw amendment.
87. Vornado Realty Trust (VNO) ISBI PRECATORY PROPOSAL PASSED (86% support);
a precatory proposal was submitted for the 2013 proxy season and PASSED (84% support).
88. Vulcan Materials Company (VMC) ISBI PRECATORY PROPOSAL PASSED (73% support);
a precatory proposal was submitted for the 2013 proxy season and agreement reached; agreed-upon management declassification proposal received majority support but did not pass due to 80% supermajority requirement.
89. Wyndham Worldwide Corporation (WYN) NCF BOARD DECLASSIFIED after agreed-upon management declassification proposal passed during the 2012 proxy season.