The Shareholder Rights Project (SRP) is representing and advising eight institutional investors, seven public pension funds and one foundation. These investors serve more than 3 million people, and the aggregate value of assets that they manage exceeds $400 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, submitting proposals on behalf of represented investors, engaging with companies, negotiating and executing agreements by companies to bring management declassification proposals, and presenting proposals at annual meetings.
The SRP’s work during 2013 focuses on shareholder declassification proposals that the SRP has submitted on behalf of SRP-represented investors for a vote at the 2013 annual meetings of 75 S&P 500 and Fortune 500 companies. A list of the 75 companies that received proposals is available here. The proposals urge repeal of the companies’ staggered boards and a move to annual elections. As a result of these proposals and the work of the SRP and SRP-represented investors, 50 of these 75 proposals have already agreed to move toward board declassifications (see further details in the Negotiated Agreements page), and in 18 other companies the proposals went to a vote and passed with average support of 81% of the votes cast (see further details in the Successful Proposals page).
The SRP’s work during 2012 focused on board declassification proposals that were submitted for the 2012 annual meetings of 89 S&P 500 companies that had a classified board. A detailed review of all the outcomes of this work is provided in the SRP’s 2012 annual report, available here. Main results include the following:
• 48 Agreements to declassify: Negotiated outcomes were obtained with 48 S&P 500 companies (listed here) – over half of the companies receiving shareholder proposals from SRP-represented investors in 2012 – whereby the companies agreed to bring management proposals to declassify.
• 39 Successful proposals: Precatory declassification proposals brought by SRP-represented investors passed by substantial margins (support averaged 82% of votes cast) at the 2012 annual meetings of 39 S&P 500 companies (listed here). The 39 companies where proposals passed represent 95% of the companies where proposals by SRP-represented investors went to a vote.
• 42 Board declassifications: A total of 42 S&P companies (listed here) declassified their boards during 2012 following 2012 or 2011 agreements with SRP-represented investors or successful 2012 precatory proposals. The 42 companies whose boards were declassified during 2012 represent one-third of the 126 S&P companies that had classified boards as of the beginning of 2012.
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.