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.

65 Successful Precatory Proposals by Investors that worked with the SRP Clinic

This page provides information about the 65 successful precatory board declassification proposals submitted by investors that worked with the SRP clinic for annual meetings during the 2012, 2013 and/or 2014 proxy season of S&P 500 and Fortune 500 companies, as explained in further detail below:

As described in the Negotiated Agreements page, through active engagement with companies receiving declassification proposals, the SRP clinic and the institutional investors working with the SRP clinic were able to reach negotiated outcomes with many of the S&P 500 and Fortune 500 companies that received proposals for the 2012, 2013 and/or 2014 proxy seasons. In other companies that received proposals, however, the SRP clinic and the institutional investors that worked with the SRP clinic were not able to obtain such negotiated outcomes and proposals therefore went to a vote.

Successful precatory proposals for the 2012 proxy season: Altogether there were 41 S&P 500 companies where shareholder proposals by investors that worked with the SRP clinic went to a vote during the 2012 proxy season.

Of the 41 proposals that went to a vote during the 2012 proxy season, 39 proposals (listed in Panel A of Table 1 below) passed. These 39 successful proposals represented more than 60% of the shareholder proposals by public pension funds that received majority support during the 2012 proxy season, and more than 30% of all precatory shareholder proposals (by all proponents) that received majority support during the 2012 proxy season. Table 1 contains links to each precatory declassification proposal as included in each company’s proxy statement.

The 39 successful proposals received average support of 82% of votes cast, a substantial majority of the shareholders voting on the proposal (the two proposals that did not pass achieved average support of 48% of votes cast).

The boards of eight companies where proposals passed (listed in Panel B of Table 1 below) announced moves in the direction recommended by the shareholders. At three of these companies, where the classified board structure was established in the bylaws (which, unlike certificates of incorporation, can be amended by boards without shareholder approval), boards implemented the preferences expressed in the shareholder votes by amending the bylaws of the corporation to eliminate the classified board. In addition, five companies where shareholder proposals passed publicly announced that they would bring management declassification proposals at their annual meetings during the 2013 proxy season.

Successful precatory proposals during the 2013 proxy season: Altogether there were 20 S&P 500 and Fortune 500 companies where shareholder proposals by investors that worked with the SRP clinic went to a vote during the 2013 proxy season.

Of the 20 proposals that went to a vote during the 2013 proxy season, 19 proposals passed (listed in Table 2 below), receiving average support of 79% of votes cast (the one proposal that did not pass achieved support of 49.8% of votes cast).

Successful precatory proposals during the 2014 proxy season: Altogether there were 7 S&P 500 and Fortune 500 companies where shareholder proposals by SRP-represented investors went to a vote during the 2014 proxy season.

Of these companies, all 7 proposals passed (listed in Table 3 below), receiving average support of 88% of votes cast.

As was the case with successful proposals during the 2012 and 2013 proxy seasons, it is expected that board declassifications will result from a significant proportion of the successful proposals that passed during the 2014 proxy season.


Table 1: Successful Precatory Proposals during the 2012 Proxy Season

Company Proponent
Panel A: Precatory Proposals that Passed during the 2012 Proxy Season
Airgas, Inc. (ARG)
(Company Filing)
LACERA
Apache Corporation (APA)
(Company Filing)
ISBI
Baxter International Inc. (BAX)
(Company Filing)
NCF
Bemis Company (BMS)
(Company Filing)
NCDST
Best Buy Co, Inc. (BBY)
(Company Filing)
NCF
CF Industries Holdings, Inc. (CF)
(Company Filing)
LACERA
CareFusion Corporation (CFN)
(Company Filing)
LACERA
CarMax, Inc. (KMX)
(Company Filing)
NCF
Cerner Corporation (CERN)
(Company Filing)
ISBI
Chipotle Mexican Grill, Inc. (CMG)
(Company Filing)
ISBI
Cognizant Technology Solutions Corporation (CTSH)
(Company Filing)
LACERA
DENTSPLY International Inc. (XRAY)
(Company Filing)
LACERA
EQT Corporation (EQT)
(Company Filing)
OPERS
Edwards Lifesciences Corporation (EW)
(Company Filing)
ISBI
F5 Networks, Inc. (FFIV)
(Company Filing)
ISBI
FLIR Systems, Inc. (FLIR)
(Company Filing)
NCF
FMC Corporation (FMC)
(Company Filing)
NCF
Hess Corporation (HES)
(Company Filing)
NCDST
Lexmark International, Inc. (LXK)
(Company Filing)
NCDST
Limited Brands, Inc. (LTD)
(Company Filing)
ISBI
Lorillard, Inc. (LO)
(Company Filing)
ISBI
MEMC Electronic Materials, Inc. (WFR)
(Company Filing)
NCDST
Masco Corporation (MAS)
(Company Filing)
ISBI
Moody's Corporation (MCO)
(Company Filing)
NCF
Netflix, Inc. (NFLX)
(Company Filing)
LACERA
People’s United Financial, Inc. (PBCT)
(Company Filing)
NCDST
QEP Resources, Inc. (QEP)
(Company Filing)
ISBI
Quest Diagnostics Incorporated (DGX)
(Company Filing)
ISBI
Red Hat, Inc. (RHT)
(Company Filing)
LACERA
Ryder System, Inc. (R)
(Company Filing)
NCDST
SCANA Corporation (SCG)
(Company Filing)
NCDST
salesforce.com, inc. (CRM)
(Company Filing)
NCF
Snap-On Incorporated (SNA)
(Company Filing)
NCDST
The J. M. Smucker Company (SJM)
(Company Filing)
LACERA
US Steel Corporation (X)
(Company Filing)
NCDST
Urban Outfitters, Inc. (URBN)
(Company Filing)
ISBI
V.F. Corporation (VFC)
(Company Filing)
NCF
Vornado Realty Trust (VNO)
(Company Filing)
ISBI
Vulcan Materials Company (VMC)
(Company Filing)
ISBI
 
Panel B: Companies Announcing Moves Towards Annual Meeting Following Successful Precatory Proposals during the 2012 Proxy Season
Apache Corporation (APA)
(Company Filing)
ISBI
Bemis Company (BMS)
(Bylaw Amendments)
NCDST
CF Industries Holdings, Inc. (CF)
(Company Filing)
LACERA
F5 Networks, Inc. (FFIV)
(Company Filing)
ISBI
MEMC Electronic Materials, Inc. (WFR)
(Company Filing)
NCDST
Quest Diagnostics Incorporated (DGX)
(Company Filing)
ISBI
Urban Outfitters, Inc. (URBN)
(Bylaw Amendments)
ISBI
V.F. Corporation (VFC)
(Bylaw Amendments)
NCF

Table 2: Successful Precatory Proposals during the 2013 Proxy Season

Company Proponent
Air Products and Chemicals, Inc. (APD) PRIM
Airgas, Inc. (ARG) LACERA
Ashland Inc. (ASH) PRIM
BorgWarner, Inc. (BWA) NCF
Costco Wholesale Corporation (COST) PRIM
Foot Locker, Inc. (FL) NCDST
Huntsman Corporation (HUN) SBA
Jacobs Engineering Group Inc. (JEC) PRIM
Jarden Corporation (JAH) NCDST
Kellogg Company (K) NCDST
NCR Corporation (NCR) SBA
Netflix, Inc. (NFLX) SBA
Rockwell Collins, Inc. (COL) PRIM
SCANA Corporation (SCG) SERS
Teradata Corporation (TDC) NCDST
Varian Medical Systems, Inc. (VAR) PRIM
United States Steel Corporation (X) NCDST
Vornado Realty Trust (VNO) ISBI
WESCO International, Inc. (WCC) LACERA

Table 3: Successful Precatory Proposals during the 2014 Proxy Season
Company Proponent
Airgas, Inc. (ARG) ISBI
Akamai Technologies, Inc. (AKAM) ISBI
Insight Enterprises, Inc. (NSIT) ISBI
Netflix, Inc. (NFLX) SBA
QEP Resources, Inc. ISBI
Vornado Realty Trust (VNO) ISBI
WPX Energy, Inc. (WPX) OPERS