The Shareholder Rights Project (SRP) is representing and advising five institutional investors, four public pension funds and one foundation. These investors serve more than 2 million people, and the aggregate value of assets that they manage exceeds $300 billion. Additional information about each of the SRP-represented investors is provided here.
The SRP provides SRP-represented investors with a range of services, including assistance in connection with selecting companies for proposal submission, designing proposals, engaging with companies, negotiating and executing agreements by companies to bring management declassification proposals, and presenting proposals at annual meetings.
The SRP’s work for the three proxy seasons from 2012 to 2014 has focused on board declassification proposals. Such proposals have been submitted for a vote at the 2012, 2013, and/or 2014 annual meetings of 129 S&P 500 and Fortune 500 companies. More details about the proposals submitted and their consequences can be found in the SRP’s 2012 annual report, the SRP’s final 2012-2013 report (for 2012 and 2013 proposals) and here (for 2014 proposals).
Major results of the SRP's work during 2012, 2013 and 2014 thus far include the following:
- 121 Successful engagements: 121 of the companies receiving proposals in 2012, 2013 and/or 2014 – over 80% of such companies – have agreed to move toward annual elections following the submission of board declassification proposals for 2012, 2013 and/or 2014 meetings. Further details on these successful engagements are available on the Negotiated Agreements page.
- 98 Board declassifications: A total of 98 S&P 500 and Fortune 500 companies have already declassified during 2012–2014 as a result of the work by the SRP and SRP-represented investors (listed on the Declassifications page). These declassified companies had an aggregate market capitalization exceeding one trillion dollars as of May 30, 2014. A significant number of additional declassifications are expected to result as agreed-upon management declassification proposals go to a vote at other companies that have entered into agreements to bring such management proposals to a vote.
- 64 Successful proposals: 64 precatory declassification proposals have already passed (listed on the Successful Proposals page) – 39 proposals passed at 2012 meetings, with average support exceeding 82% of votes cast, and 19 proposals passed at 2013 meetings, with average support exceeding 79% of votes cast, and 6 proposals passed at 2014 meetings, with average support exceeding 91% of votes cast. Additional precatory declassification proposal is expected to pass by the end of 2014 as a proposal submitted by the SRP on behalf of SRP-represented investors goes to a vote at 2014 annual meeting.
Annual elections are widely viewed as corporate governance best practice. Board declassification and the resulting annual elections could make directors more accountable and thereby contribute to improving performance and increasing firm value. The substantial shareholder support for board declassification, and the value of the work done on the subject by the SRP and SRP-represented investors, are described in a two pieces by the SRP’s director – a New York Times DealBook column entitled “Giving Shareholders a Voice,” and a response to critics entitled “Wachtell Lipton was Wrong about the Shareholder Rights Project.” Recent shareholder proposals submitted by the SRP on behalf of its clients, which note evidence of the benefits of declassification and shareholder support, are available here.
The SRP’s director is Lucian Bebchuk. Its 2012-2013 advisory board includes Richard Breeden, Jesse Fried, Jeffrey Gordon, Reinier Kraakman, and Peter Mixon. Scott Hirst serves as the SRP’s Associate Director, and June Rhee serves as Counsel.
Inquiries about the SRP should be directed to Emily Lewis, the SRP’s Administrative Director.