121 Companies Agreed to Move towards Annual Elections
This page provides information about 121 successful engagements during the SRP clinic’s three years of operation. These engagements resulted in companies agreeing to move toward annual elections following the submission of board declassification proposals for meetings during the 2012, 2013 and 2014 proxy seasons. As explained in further detail below, the work of the SRP clinic and investors that worked with the SRP clinic produced:
- 50 S&P 500 companies that agreed to move toward annual elections (by bringing management declassification proposals to a shareholder vote or, where declassification was established in bylaws that the board may amend, by declassifying) following the submission of proposals for annual meetings during the 2012 proxy season and/or the passage of declassification proposals during the 2012 proxy season by investors that worked with the SRP clinic;
- 52 S&P 500 and Fortune 500 companies that entered into such agreements to move toward annual elections following the submission of proposals for annual meetings during the 2013 proxy season; and
- 24 S&P 500 and Fortune 500 companies that entered into such agreements to move toward annual elections following the submission of proposals for annual meetings during the 2014 proxy season.
In general, the practice of the SRP clinic and investors that worked with the SRP clinic was to engage actively with companies receiving declassification proposals. These investors and the SRP clinic were pleased by the responsiveness to shareholder concerns displayed by so many corporate boards.
Aggregate Impact
The outcomes produced by proposals submitted for the 2012, 2013 and 2014 proxy seasons can be expected to have a major impact on the governance of large publicly traded companies.
For the 2012, 2013 and 2014 proxy seasons, 196 shareholder proposals were submitted to 129 different S&P 500 and Fortune 500 companies (in a number of cases, where proposals for the 2012 proxy season or the 2013 proxy season did not result in companies agreeing to move towards annual elections, proposals were also submitted to companies for their subsequent annual meetings in the 2013 or 2014 proxy seasons). Of the 129 companies receiving proposals for the 2012, 2013 and/or 2014 proxy season, 121 companies – over 85% of the companies receiving proposals for the 2012, 2013 and/or 2014 proxy seasons – agreed to move towards annual elections. These 121 companies represent about two-thirds of the S&P 500 companies that had classified boards as of the beginning of 2012, and had a market capitalization exceeding one trillion dollars as of June 30, 2014.
Successful Engagements Following Proposals for the 2012 Proxy Season
Following the submission of shareholder proposals for voting at the annual meetings during the 2012 proxy season of 89 S&P 500 companies with classified boards, 50 companies – more than half of the companies receiving proposals – agreed to move toward annual elections.
Table 1 below lists these companies and the proponents that submitted the shareholder proposals. 37 agreed-upon management proposals (listed in Panel A of Table 1) went to a vote during the 2012 proxy season; these proposals passed at 31 companies, resulting in 31 board declassifications (listed in the Declassifications page), and received majority support but failed to pass due to the presence of 80% supermajority requirements at six companies. A number of agreements reached (listed in Panel B of Table 1) with respect to annual meetings during the 2012 proxy season called for companies to bring management proposals at pending annual meetings. Additionally, 2 companies (listed in Panel C of Table 1) decided to bring management proposals to declassify shortly after the passage of declassification proposals by investors that worked with the SRP clinic during the 2012 proxy season.
Successful Engagements Following Proposals for the 2013 Proxy Season
For the 2013 proxy season, 76 shareholder declassification proposals were submitted to S&P 500 and Fortune 500 companies by investors that worked with the SRP clinic. These proposals resulted in 52 companies – more than 60% of the companies receiving proposals – agreeing to move towards annual elections.
Table 2 below lists those of the 52 companies that publicly announced the moves towards annual elections. Of these 52 companies, 47 companies entered into agreements to bring management declassification proposals for shareholder approval. Panel A of Table 2 lists those of the 47 companies that already publicly announced the agreed-upon management proposals. In addition, 5 companies declassified by amending their bylaws (where companies’ classified board structures are set out in their bylaws, they may declassify without a shareholder vote). These companies are listed in Panel B of Table 2.
Successful Engagements Following Proposals for the 2014 Proxy Season
For the 2014 proxy season, investors that worked with the SRP clinic submitted 31 shareholder declassification proposals to S&P 500 and Fortune 500 companies with classified boards. These proposals resulted in 24 companies agreeing to move towards annual elections.
Table 3 below lists those of the 24 companies that publicly announced the agreed-upon management proposals.
| Company | Proponent |
| Panel A: Agreed-Upon Management Proposals to Declassify that Went to a Vote during the 2012 Proxy Season |
|
| Akamai Technologies, Inc. (AKAM) | ISBI |
| Alcoa Inc. (AA) | NCDST |
| Amphenol Corporation (APH) | NCF |
| BlackRock, Inc. (BLK) | ISBI |
| C.H. Robinson Worldwide, Inc. (CHRW) | NCF |
| C.R. Bard, Inc. (BCR) | OPERS |
| Cabot Oil & Gas Corporation (COG) | NCDST |
| Cameron International Corporation (CAM) | NCDST |
| CenturyLink, Inc. (CTL) | ISBI |
| CIGNA Corporation (CI) | OPERS |
| Citrix Systems, Inc. (CTXS) | NCF |
| Coventry Health Care, Inc. (CVH) | ISBI |
| DeVRY, Inc. (DV) | PRIM |
| Eli Lilly and Company (LLY) | NCF |
| FMC Technologies, Inc. (FTI) | NCDST |
| Fidelity National Information Services, Inc. (FIS) | ISBI |
| Flowserve Corporation (FLS) | NCDST |
| GameStop Corp. (GME) | NCF |
| Helmerich & Payne (HP) | NCDST |
| Hudson City Bancorp, Inc. (HCBK) | NCF |
| Intuitive Surgical, Inc. (ISRG) | NCDST |
| Janus Capital Group Inc. (JNS) | NCDST |
| JDS Uniphase Corporation (JDSU) | PRIM |
| Juniper Networks, Inc. (JNPR) | ISBI |
| KLA-Tencor Corporation (KLAC) | PRIM |
| McDonald’s Corporation (MCD) | LACERA |
| NRG Energy, Inc. (NRG) | NCDST |
| Newell Rubbermaid Inc. (NWL) | ISBI |
| O'Reilly Automotive, Inc. (ORLY) | NCF |
| Owens-Illinois, Inc. (OI) | ISBI |
| Patterson Companies, Inc. (PDCO) | PRIM |
| Pioneer Natural Resources Company (PXD) | LACERA |
| PPG Industries, Inc. (PPG) | NCDST |
| Principal Financial Group, Inc. (PFG) | ISBI |
| St. Jude Medical, Inc. (STJ) | ISBI |
| TECO Energy, Inc. (TE) | NCF |
| Teradata Corporation (TDC) | NCDST |
| The Progressive Corporation (PGR) | ISBI |
| The Western Union Company (WU) | NCF |
| Roper Industries, Inc. (ROP) | LACERA |
| Rowan Companies, Inc. (RDC) | NCDST |
| Stanley Black & Decker, Inc. (SWK) | NCDST |
| Unum Group (UNM) | LACERA |
| Wyndham Worldwide Corporation (WYN) | NCF |
| Panel B: Additional Management Proposals that went to a Vote |
|
| Allegheny Technologies Incorporated (ATI) | OPERS |
| Panel C: Management Proposals Following Successful Precatory Proposals during the 2012 Proxy Season |
|
| MEMC Electronic Materials, Inc. (WFR) | NCDST |
| Quest Diagnostics Incorporated (DGX) | ISBI |
| Company | Proponent | |
| Panel A: Agreed-Upon Management Proposals to Declassify that Went to a Vote during the 2013 Proxy Season |
||
| Apache Corporation (APA) | ISBI | |
| Autoliv, Inc. (ALV) | LACERA | |
| Baxter International Inc. (BAX) | NCF | |
| Best Buy Co, Inc. (BBY) | NCF | |
| CareFusion Corporation (CFN) | NCF | |
| CarMax, Inc. (KMX) | NCF | |
| Centene Corporation (CNC) | ISBI | |
| Cerner Corporation (CERN) | ISBI | |
| CF Industries Holdings, Inc. (CF) | LACERA | |
| Chipotle Mexican Grill, Inc. (CMG) | ISBI | |
| Cognizant Technology Solutions Corporation (CTSH) | LACERA | |
| 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 | |
| Hess Corporation (HES) | NCDST | |
| Johnson Controls, Inc. (JCI) | PRIM | |
| Lexmark International (LXK) | NCDST | |
| Limited Brands, Inc. (LTD) | ISBI | |
| 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 | |
| NII Holdings, Inc. (NIHD) | SBA | |
| Owens Corning (OC) | ISBI | |
| People's United Financial, Inc. (PBCT) | NCDST | |
| PPG Industries, Inc. (PPG) | NCDST | |
| QEP Resources, Inc. (QEP) | ISBI | |
| Red Hat, Inc. (RHT) | LACERA | |
| Reinsurance Group of America, Inc. (RGA) | SERS | |
| Ryder System, Inc. (R) | NCDST | |
| salesforce.com, inc. (CRM) | NCF | |
| Snap-On Inc. (SNA) | NCDST | |
| SPX Corporation (SPW) | SBA | |
| St. Jude Medical Inc. (STJ) | ISBI | |
| The J. M. Smucker Company (SJM) | LACERA | |
| The Mosaic Company (MOS) | OPERS | |
| United Natural Foods, Inc. (UNFI) | ISBI | |
| Vulcan Materials Company (VMC) | ISBI | |
| Xylem Inc. (XYL) | NCF | |
| Panel B: Companies Declassified through Bylaw Amendments | ||
| Bemis Company (BMS) | NCDST | |
| CIGNA Corporation (CI) | OPERS | |
| Lincoln National Corporation (LNC) | SERS | |
| Urban Outfitters, Inc. (URBN) | ISBI | |
| V.F. Corporation (VFC) | NCF | |
| Company | Proponent |
| Aecom Technology Corporation (ACM) | ISBI |
| Agilent Technologies, Inc. (A) | ISBI |
| Air Products and Chemicals, Inc. (APD) | NCF |
| Ashland Inc. (ASH) | ISBI |
| BorgWarner Inc. (BWA) | NCF |
| Costco Wholesale Corporation (COST) | NCF |
| Foot Locker, Inc. (FL) | NCDST |
| Hertz Global Holdings, Inc. (HTZ) | ISBI |
| Huntington Ingalls Industries, Inc. (HII) | ISBI |
| Huntsman Corporation (HUN) | SBA |
| Jacobs Engineering Group Inc. (JEC) | NCF |
| Jarden Corporation (JAH) | NCDST |
| Kansas City Southern (KSU) | ISBI |
| Kellogg Company (K) | NCDST |
| NCR Corporation (NCR) | SBA |
| Phillips 66 (PSX) | NCF |
| Rockwell Collins, Inc. (COL) | NCF |
| SCANA Corporation (SCG) | NCF |
| SPX Corporation (SPW) | SBA |
| St. Jude Medical, Inc. (STJ) | ISBI |
| Teradata Corporation (TDC) | NCDST |
| Varian Medical Systems, Inc. (VAR) | NCF |
| United States Steel Corporation (X) | NCDST |
| WESCO International, Inc. (WCC) | SBA |