With Proxy Season Under Way, Companies Facing Increased Shareholder Scrutiny (Especially in Europe)

 @angeloyoung_a.young@ibtimes.com
on April 18 2013 5:51 AM
jamie-dimon-reuters
Jamie Dimon Reuters

About 50 protestors gathered outside of the Morrison Center at Boise State University in Idaho on Tuesday to express anger over U.S. Bancorp’s (NYSE:USB) foreclosure practices and relationship with payday lenders.

They might as well have tossed their protest signs into the nearby Boise River for all the good it did to compel the Minneapolis-based financial institution to give up such lucrative trades.   

Inside, however, a different, and sometimes, more effective form of activism was taking place during the bank’s annual meeting: a vote put forth by shareholders to adopt a policy that would split the chairman and CEO positions. The results of Tuesday’s vote have yet to be released.

April is generally considered the ramp-up to proxy season; that’s when company officials hold court with the individuals and groups who own any number or class of shares in public companies. April 15, the deadline for U.S. taxpayers to file their returns with the Internal Revenue Service, is generally considered a symbolic start date to the season, but the meetings are dispersed throughout the spring for the country’s largest and most well-known companies.  

The ProxyMonitor.org database, managed by the Manhattan Institute’s Center for Legal Policy, shows that the 20 companies it tracks have held their annual meetings between Jan. 1 and April 12. Shareholders of 19 of these companies – including The Walt Disney Company (NYSE:DIS), Costco Wholesale Corporation (Nasdaq:COST) and Walgreen Company (NYSE:WAG) – approved executive compensation packages.

The exception was Navistar International Corp (NYSE:NAV), the Lisle, Ill.-based manufacturer of diesel engines, trucks and buses that has seen its stock price slip more than 18 percent over the past 12 months. At its Feb. 19 annual meeting, shareholders rejected a compensation package by a margin of over 5 to 1, thanks largely to pressure from major stakeholder, Carl Icahn, one of the more well-known activist shareholders. While such votes in the U.S. are generally nonbinding, the results of such votes can often compel boards to comply with shareholders' will.

Across the Atlantic in Europe, two major private Swiss banks are facing shareholder rebellion over executive pay. Next week, Credit Suisse Group (NYSE:CS) executives will see how many of its shareholders will heed the advice of proxy advisory service provider ISS – one of the many companies that are often hired to offer guidance on shareholder resolutions – and vote against a plan to sell shares and use the proceeds to pay executive bonuses, according to a report Wednesday in the Financial Times.

Last week, private Swiss bank Julius Baer saw its shareholders reject its executive compensation plan by 63 percent of the vote, including $7.15 million to Chief Executive Boris Collardi. It was the first time a Swiss company had faced such rejection, Reuters reports. The vote was nonbinding, so the pay plan will move forward, but the high margin of rejection by the bank's investors was a clear message to company leadership that its investors aren't pleased.

In recent years, public sentiment against excessive executive pay in Switzerland has been growing. In the UK, a new set of rules will go into effect next year that will make such votes binding.

A report by HR consulting firm Towers Watson released on Wednesday found that listed companies in general are becoming more attentive to the results of executive compensation votes, even if they aren’t binding. If the approval isn’t a strong majority, executives are taking more heed.

We’re seeing companies actively seeking improved say-on-pay results,” it said. “Obviously, companies that failed their votes last year are trying to avoid a repeat. But, what’s especially interesting is that companies just below the 90 percent approval level ... are more aggressively undertaking changes deemed to be shareholder-friendly.”

One of the more closely watched proxy votes this season will likely occur on May 21 in Tampa, Fla. In it, shareholders will vote to on whether Jamie Dimon, of JPMorgan Chase & Co. (NYSE:JPM), should split his dual role as chairman and CEO.

Following the highly-publicized “London Whale” trading loss scandal nearly a year ago, many will watch to see if shareholders – most of whom at the last annual meeting gave Dimon a vote of confidence in the wake of allegations he withheld vital information about massive losses in derivatives trades – will decide that enough is enough and demand more checks and balances at the top of the nation's largest bank. Bifurcating the positions of chairman and CEO is increasingly considered good corporate governance, and institutional investors consider the merged titles to be a red flag that suggests too much power in the hands of one leader.

To be sure, shareholders have become more active, calling for resolutions on board structure, executive compensation and even asking for more say on political spending and lobbying.

“Our investor-relations department used to be two people who dealt with analysts and a couple of large shareholders,” a veteran financial professional told the Wall Street Journal’s Francesco Gerrera. “It’s now several people dealing with a whole array of constituents: analysts, credit-rating agencies, shareholders and the activist crowd.”

Shareholders of Fortune 250 companies issued 377 resolutions in 2006. In 2011, that figure rose to 788, according to the Manhattan Institute.

According to Boardmember.com, operated by NYSE Euronext (NYSE:NYX), the following trends are appearing this season from the 94 Fortune 500 companies that filed proxy statements with the Securities and Exchange Commission, between the beginning of the year and April 4:

- The average number of shareholder proposals per company so far is 1.24, up slightly from the full-season averages of 1.21 last year and 1.18 in 2011;
- The number of proposals is down, however, from levels seen in the wake of the Dodd-Frank Act that mandated regular executive compensation votes between 2006 and 2010;
- So far, the number of corporate governance proposals has increased one point to 44 percent of all shareholder resolutions. These resolutions deal with issues like eliminating staggered director elections and separating the roles of chairman and CEO;
- Proposals pertaining to social and policy issues, such as stronger environmental policies, human rights concerns and greater transparency on political lobbying has declined so far this year to 39 percent from 41 percent.

Here’s a rundown of upcoming shareholder votes by category:

Splitting the role of chairman and CEO

April 24: E I Du Pont De Nemours And Co (NYSE:DD)
April 24: General Electric Company (NYSE:GE)
April 24: Textron Inc.(NYSE:TXT)
April 25: Edison International (NYSE:EIX)
April 25: Johnson & Johnson (NYSE:JNJ)
April 25: Lockheed Martin Corporation (NYSE:LMT)
April 26: Abbott Laboratories (NYSE:ABT)
April 26: AT&T Inc. (NYSE:T)
April 29: American Express Company (NYSE:AXP)
April 29: The Boeing Company (NYSE:BA)
April 30: International Business Machines Corp. (NYSE:IBM)
May 2: DirecTV (Nasdaq:DTV)
May 9: Sempra Energy (NYSE:SRE)
May 16: Hess Corp. (NYSE:HES)
May 21: JPMorgan Chase & Co.

More disclosure on political spending and lobbying.
(The companies marked with asterisks are facing proposals demanding regular detailed reports on lobbying practices, political priorities and in some cases payments to politicians and trade groups.)

April 18: eBay Inc (Nasdaq:EBAY)*
April 23: Praxair, Inc. (NYSE:PX)
April 23: American Electric Power Company, Inc. (NYSE:AEP)*
April 24: Cigna Corporation (NYSE:CI)*
April 24: Citigroup Inc (NYSE:C)*
April 24: E I Du Pont De Nemours And Co*
April 24: Marathon Oil Corporation (NYSE:MRO)*
April 25: Lockheed Martin Corporation*
April 25: Johnson & Johnson
April 25: Humana Inc (NYSE:HUM)
April 26: AT&T Inc.
April 26: Abbott Laboratories*
April 30: The Chubb Corporation (NYSE:CB)
April 30: International Business Machines Corp.*
May 1: EMC Corporation (NYSE:EMC)
May 1: General Dynamics Corporation (NYSE:GD)*
May 2: United Parcel Service, Inc. (NYSE:UPS)*
May 2: Valero Energy Corporation (NYSE:VLO)*
May 2: Verizon Communications Inc. (NYSE:VZ)*
May 14: Anadarko Petroleum Corporation (NYSE:APC)
May 16: Hess Corp. (NYSE:HES)

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