Lots of Opining as 2013 Proxy Season Heats Up

With this year’s proxy season well underway, bloggers throughout the nation continue to pontificate about the many hot topics facing public companies when it comes to shareholder voting. There’s a lot to learn, but to spare you some time:
 

  • Take a look at last week’s post byThe Metropolitan Corporate Counsel entitled, “This year’s Proxy Season, the Good News and the Bad News,” which sites say on pay and director independence as continuing issues.
     

  • Or you can look at the website,www.law.com, which focuses on environmental issues as dominant themes.
     

  • The Shareholder Rights Project, part of Harvard Law School’s Forum on Corporate Governance and Financial Regulation, recently announced that proposals it has submitted for 2013 meetings already have had significant impact, with declassifying boards and moving to annual director elections topping its list.
     

  • You also may want to look at www.boardmember.com; www.boardsuitecorp.com; www.proxymonitor.org; and www.corporatesecretary.com.
     

  • Many law firms and proxy solicitation firms are, of course, discussing current issues, as are most of the national law firms.
     

  • Then of course, there’s proxy advisory firm ISS, www.issgovernance.com, stating that political issues have surpassed environmental concerns this year, and that board diversity is elevating on the list of resolutions.
     

  • The other major proxy advisory firm, Glass Lewis, www.glasslewis.com, this year is adamant about board responsiveness to proposals that have received shareholder votes of 25 percent or more against a company’s recommendation.

 
That last one, board responsiveness, is among issues PondelWilkinson takes very seriously, and that ISS and Glass Lewis both continue to address. They will recommend a vote against directors if a board failed to act on a shareholder proposal that received the support of a majority of the shares outstanding the previous year, or if the board failed to act on a shareholder proposal that received a majority of shares cast in the last year and one of the two previous years.
 
My promise to spare you some time with this summary really isn’t sparing you much time at all. While there’s not much that is brand new this year, as always, there’s lots of noise out there, important issues brewing and many opinions of what’s hot. So it’s always a good idea to educate yourself if you are an issuer or a shareholder.

 

rpondel@pondel.com
 
 

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