The Shareholder Rights Project (SRP) is a clinical program at Harvard Law School. The SRP works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded companies in which they are shareowners, as well as on research and policy projects related to corporate governance. Any views expressed and positions taken by the SRP and its representatives should be attributed solely to the SRP and not to Harvard Law School or Harvard University. |
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48 Agreements by S&P 500 Companies to Bring Management Proposals to Declassify
Through active engagement with companies receiving declassification proposals, the SRP and the institutional investors working with the SRP have been able to reach negotiated outcomes with 48 companies receiving such proposals. These 48 companies have entered into agreements committing them to bring management proposals to declassify their boards.
Overall, the 48 companies that have entered into such agreements represent almost 40% of the S&P 500 companies that had staggered boards as of the beginning of this proxy season, and had aggregate market capitalization exceeding half a trillion dollars as of September 1, 2012. All of these companies should be commended for their responsiveness to shareholder concerns and for their willingness to move to annual elections.
Of the 48 agreed-upon management proposals, 33 management proposals have already gone to a vote for shareholder approval. Of these 33 proposals, 27 declassifications have been approved by shareholders. Full details of the declassifications that have already taken place are available here.
At 6 of the companies where management proposals were voted on, the management proposals won a substantial majority, receiving average support of 95.51% of votes cast and 67.22% of votes outstanding, but did not pass due to the presence of 80% supermajority requirements; additional details about these proposals are available here.
15 additional S&P 500 companies have also entered into agreements committing them to bring management declassification proposals in the future; further details about those companies are available here.
Return to Shareholder Rights Project September 2012 Newsletter
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