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. |
|
27 Boards of S&P 500 Companies Already Declassified Following Agreements
with SRP-Represented Investors
During the first 8 months of 2012, the boards of 27 S&P 500 companies have already been declassified following agreements with SRP-represented investors.
As explained in the previous story in this newsletter, following active engagement with companies by the SRP and SRP-represented investors during the 2012 proxy season, a significant number of S&P 500 companies receiving declassification proposals from SRP-represented investors have entered into agreements committing the companies to bring management proposals to declassify their boards. At 27 of those companies, management proposals brought pursuant to agreements with SRP-represented investors have already been approved at annual meetings, resulting in declassification of the boards of those companies.
The table below provides information concerning each of the 27 declassifications that took place following agreements with SRP-represented investors. As the table indicates, the agreed-upon management proposals to declassify received average support of 99.18% of votes cast and 80.71% of shares outstanding.
We expect that the work of the SRP and SRP-represented investors during this proxy season will result in a significant number of additional declassifications of S&P 500 companies, from (i) the 15 companies that have entered into agreements to bring management declassifications in the future, and (ii) the 38 companies where precatory declassification proposals submitted by SRP-represented investors received majority support in 2012 (discussed in this newsletter here).
Companies Where Boards Were Declassified Following Agreements
with SRP-Represented Investors
| |
|
% of Votes Cast in Favor |
| Company |
Proponent |
Of Votes Cast |
Of Shares Outstanding |
| Amphenol Corporation (APH) |
NCF |
99.92% |
90.29% |
| BlackRock, Inc. (BLK) |
ISBI |
99.82% |
83.24% |
| C.H. Robinson Worldwide, Inc. (CHRW) |
NCF |
99.43% |
71.61% |
| C.R. Bard, Inc. (BCR) |
OPERS |
99.52% |
82.90% |
| Cabot Oil & Gas Corporation (COG) |
NCDST |
99.81% |
85.59% |
| Cameron International Corporation (CAM) |
NCDST |
98.57% |
86.57% |
| CenturyLink, Inc. (CTL) |
ISBI |
98.59% |
67.34% |
| Coventry Health Care, Inc. (CVH) |
ISBI |
99.05% |
86.15% |
| FMC Technologies, Inc. (FTI) |
NCDST |
99.82% |
85.12% |
| Fidelity National Information Services, Inc. (FIS) |
ISBI |
98.71% |
79.49% |
| Flowserve Corporation (FLS) |
NCDST |
99.77% |
83.66% |
| Helmerich & Payne (HP) |
NCDST |
99.76% |
82.37% |
| Hudson City Bancorp, Inc. (HCBK) |
NCF |
97.15% |
70.62% |
| Intuitive Surgical, Inc. (ISRG) |
NCDST |
99.70% |
91.00% |
| Janus Capital Group Inc. (JNS) |
NCDST |
99.35% |
89.96% |
| Juniper Networks, Inc. (JNPR) |
ISBI |
99.62% |
80.98% |
| McDonald’s Corporation (MCD) |
LACERA |
98.77% |
66.50% |
| NRG Energy, Inc. (NRG) |
NCDST |
98.39% |
81.17% |
| Newell Rubbermaid Inc. (NWL) |
ISBI |
99.68% |
79.10% |
| Owens-Illinois, Inc. (OI) |
ISBI |
99.28% |
83.76% |
| Pioneer Natural Resources Company (PXD) |
LACERA |
99.53% |
81.90% |
| TECO Energy, Inc. (TE) |
NCF |
97.78% |
66.08% |
| The Progressive Corporation (PGR) |
ISBI |
99.80% |
85.28% |
| The Western Union Company (WU) |
NCF |
99.75% |
82.49% |
| Rowan Companies, Inc. (RDC) |
NCDST |
98.08% |
71.08% |
| Stanley Black & Decker, Inc. (SWK) |
NCDST |
98.32% |
79.56% |
| Wyndham Worldwide Corporation (WYN) |
NCF |
99.95% |
85.36% |
| |
Average: |
99.18% |
80.71% |
Return to Shareholder Rights Project September 2012 Newsletter
|