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 the previous 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. With work on the declassification project completed last summer, the clinic has not been operating during the current academic year. This website provides information about the work done by the SRP clinic during its three years of operation; a detailed final report on this work will be issued in 2015. Any communications with respect to the SRP clinic should be attributed solely to the SRP and not to Harvard Law School or Harvard University.

Proposals for the 2013 Proxy Season

This webpage contains information about precatory declassification proposals that institutional investors that worked with the SRP clinic submitted for voting at annual meetings of 76 S&P 500 and Fortune 500 companies with classified boards during the 2013 proxy season. The proposals urged repeal of the companies’ classified boards and a move to annual elections, which are widely viewed as corporate governance best practice.

The SRP clinic and investors that worked with the SRP clinic engaged with companies receiving shareholder declassification proposals, and some of the companies receiving shareholder proposals agreed to take steps necessary to declassify their boards.

The eight institutional investors with which the SRP worked during the 2013 proxy season in connection with these proposals were the Illinois State Board of Investment (ISBI), the Los Angeles County Employees Retirement Association (LACERA), the Nathan Cummings Foundation (NCF), the North Carolina Department of State Treasurer (NCDST), the Ohio Public Employees Retirement System (OPERS), the Massachusetts Pension Reserves Investment Management Board (PRIM),  the Florida State Board of Administration (SBA) and the School Employees Retirement System of Ohio (SERS).

The table below lists each of the S&P 500 and Fortune 500 companies to which institutional investors that worked with the SRP clinic submitted declassification proposals, together with the proponent for each proposal.

Shareholder Declassification Proposals for the 2013 Proxy Season

Company Proponent
Agilent Technologies, Inc. (A) ISBI
Air Products and Chemicals, Inc. (APD) PRIM
Airgas, Inc. (ARG) LACERA
Apache Corporation (APA) ISBI
Ashland Inc. (ASH) PRIM
Autoliv, Inc. (ALV) LACERA
Baxter International Inc. (BAX) NCF
Bemis Company, Inc. (BMS) NCDST
Best Buy Co, Inc. (BBY) NCF
BorgWarner Inc. (BWA) NCF
CareFusion Corporation (CFN) NCF
CarMax, Inc. (KMX) NCF
Celanese Corporation (CE) ISBI
Centene Corporation (CNC) ISBI
Cerner Corporation (CERN) ISBI
CF Industries Holdings, Inc. (CF) LACERA
Chipotle Mexican Grill, Inc. (CMG) ISBI
CIGNA Corporation (CI) OPERS
Cognizant Technology Solutions Corporation (CTSH) LACERA
Costco Wholesale Corporation (COST) PRIM
Crown Castle International Corp. (CCI) SERS
DENTSPLY International Inc. (XRAY) LACERA
Edwards Lifesciences Corporation (EW) ISBI
EQT Corporation (EQT) OPERS
F5 Networks, Inc. (FFIV) ISBI
FLIR Systems, Inc. (FLIR) NCF
FMC Corporation (FMC) NCF
Foot Locker, Inc. (FL) NCDST
Hess Corporation (HES) NCDST
Huntsman Corporation (HUN) SBA
Jacobs Engineering Group Inc. (JEC) PRIM
Jarden Corporation (JAH) NCDST
Johnson Controls, Inc. (JCI) PRIM
Kellogg Company (K) NCDST
Lexmark International, Inc. (LXK) NCDST
Limited Brands, Inc. (LTD) ISBI
Lincoln National Corporation (LNC) SERS
Lorillard, Inc. (LO) ISBI
Manpower Inc. (MAN) SBA
Marathon Petroleum Corporation (MPC) NCF
Masco Corporation (MAS) ISBI
Monsanto Company (MON) PRIM
Moody's Corporation (MCO) NCF
The Mosaic Company (MOS) OPERS
NCR Corporation (NCR) SBA
Netflix, Inc. (NFLX) SBA
NII Holdings, Inc. (NIHD) SBA
Owens Corning (OC) ISBI
PACCAR Inc. (PCAR) NCDST
People's United Financial, Inc. (PBCT) NCDST
Perrigo Company (PRGO) LACERA
PPG Industries, Inc. (PPG) NCDST
QEP Resources, Inc. (QEP) ISBI
Red Hat, Inc. (RHT) LACERA
Reinsurance Group of America, Incorporated (RGA) SERS
Rockwell Collins, Inc. (COL) PRIM
Ryder System, Inc. (R) NCDST
salesforce.com, inc. (CRM) NCF
SCANA Corporation (SCG) SERS
Snap-On Incorporated (SNA) NCDST
SPX Corporation (SPW) SBA
St. Jude Medical Inc. (STJ) ISBI
Tech Data Corporation (TECD) SERS
Teradata Corporation (TDC) NCDST
The J. M. Smucker Company (SJM) LACERA
United Natural Foods, Inc. (UNFI) ISBI
United States Steel Corporation (X) NCDST
Urban Outfitters, Inc. (URBN) ISBI
US Airways Group, Inc. (LCC) ISBI
V. F. Corporation (VFC) NCF
Varian Medical Systems, Inc. (VAR) PRIM
Vornado Realty Trust (VNO) ISBI
Vulcan Materials Company (VMC) ISBI
WellPoint, Inc. (WLP) LACERA
WESCO International, Inc. (WCC) LACERA
Xylem Inc. (XYL) NCF