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. |