The Top Shareholder Proposals of 2011 Proxy Season

by Laura J. Finn for Boardmember, June, 2011. has been monitoring the 100 largest U.S. companies this proxy season and created a scorecard to track all management and shareholder proposals at these companies, and the outcomes. A look at the scorecard reveals the hot shareholder issues and outcomes so far this proxy season, and forecasts what issues will continue to garner a lot of shareholder attention during next year’s proxy season. James R. Copland, director, Center for Legal Policy at the Manhattan Institute for Policy Research, and project manager,, says the three most popular shareholder proposals of the proxy season are authorizing shareholder action by written consent, shareholder power to call special meetings, and requiring an independent board chairman, separate from the CEO.

Shareholder Action by Written Consent
This proposal would empower shareholders by giving them the ability to create change at the company without being forced to wait until a shareholder’s meeting to do so. Shareholders could conceivably replace a board member or an entire board using action by written consent, among other actions. Some proponents point out that shareholder action by written consent would save the company the cost of holding a physical meeting.

As of June 1st, this proposal was voted on at 14 companies. All received more than 36% of the vote and five received a majority voting in favor of the proposal. Allstate received 52% votes in favor. International Paper received 53%, AT&T and Northrop Grumman each received 54% and CVS received nearly 56% of votes in favor. AT&T released a statement after its annual shareholder meeting stating its intention to change its bylaws and allow for shareholder action by written consent. Allstate’s nominating and governance committee plans to discuss the shareholder proposal this summer. No word yet on how the other three companies plan to respond to the majority vote. Shareholders at Staples will be voting on the same proposal this week. (continue reading… )


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