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:
- 39 precatory board declassification proposals (95% of proposals by investors that worked with the SRP clinic that went to a vote) passed at meetings during the 2012 proxy season, with average support that exceeded 82% of votes cast;
- 19 precatory board declassification proposals (95% of proposals by investors that worked with the SRP clinic that went to a vote at 2013 annual meetings) passed at meetings during the 2013 proxy season, with average support that exceeded 79% of votes cast; and
- 7 precatory board declassification proposals (100% of proposals by investors that worked with the SRP clinic that went to a vote at 2014 annual meetings) passed at meetings during the 2014 proxy season, with average support that exceeded 88% of votes cast.
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.
| 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 |
| 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 |
| 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 |