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2012 Proxy Season
The annual corporate electoral process – the proxy season for all shareholders of public corporations – is usually a period of intense communication with shareowners for public companies. Many experts think that the proxy resolution campaigns waged by shareowners signal breakdown or failure of shareowner-corporate communications and [company-stakeholder] engagement. When constructive engagement fails, shareholder campaigns often follow.
There are perennial issues for proxy time, and each year some emerging issues.
The weapons in the arsenal of the activist shareowners, especially those with critical issues in focus include the filing of shareowner-sponsored resolutions; public communications and media campaigns; coalition-building with allied investors; invitation of support by third-party issue advocates, and more.
Societal issues of great interest to activist shareowners put a sharp focus on corporate policies, strategies, operations, practices, decision-making as these affect directly and indirectly issues and concerns. These issues include policies and behavior in global supply chains, human rights, labor rights, diversity, treatment of indigenous peoples, forestry and land management, environmental management, preservation of natural resources, transparency on political contributions, frequency of say-on-pay disclosure, energy conservation, water use and water waste, majority voting, climate change risk, and more. These are the dimensions of corporate activities very much in focus for shareowners and the asset managers they hire – and will be in the 2012 corporate proxy season.
There has been a steady linkage of unacceptable behaviors -- as seen by some shareowners and advocates -- with actions on executive compensation, bringing traditional corporate governance issues (such as compensation and Say-on-Pay policies) into intersections with civil and social issues of concern.
The financial performance of the issuer is [of course] of paramount importance to asset owners and managers. Beyond the numbers, for a growing number of asset owners and managers, the corporate policies, practices, behaviors and Key Performance Indicators (KPIs) on ESG issues (environmental, social and governance) is now also important. For increasing numbers of investors, these are primary determinants in share price valuation, and their investment decision-making. The ESG issues are important factors at proxy time. .
Accountability Central editors present the news, commentary and research (publicly-issued) surrounding contests in the proxy arena here for your information. We’ve archived the 2008, 2009 2010, and 2011 proxy seasons content for your retrieval. All years are searchable in A-C. We invite your comments in the A-C – share your views with others interested in the corporate proxy season and the issues in the headlines.
Latest on Proxy Season 12
March 1, 2013 SEC approves new corporate governance listing standards for compensation committees and advisersSource: Lexology
On Jan. 11, 2013, the Securities and Exchange Commission (the “SEC”) approved amended corporate governance listing standards for the New York Stock Exchange (the “NYSE”) and the Nasdaq Stock Market (the “Nasdaq”). The amended...
Although the final tallies are not in, it is fairly clear that a large number of Apple shareholders, even before the annual meeting, voted against the company’s advisory vote on executive compensation, better known as Say on...
February 27, 2013 Shareholders Need Robust Disclosure to Exercise Their Voting Rights as Investors and OwnersSource: SEC
In the next few months, thousands of public companies will hold their annual shareholder meetings. I would like to take this opportunity to emphasize the importance of robust proxy disclosure to shareholders and to highlight...
February 27, 2013 The Energy Agenda of the 2013 Proxy SeasonSource: Triple Pundit
You might have not noticed but it is proxy season again. This is the time of the year when shareholder activism gets public attention with investors trying to help companies connect the dots between sustainability, growth...
February 26, 2013 Investors Demand Climate-Risk Disclosure in 2013 ProxiesSource: Bloomberg
Shareholders are filing resolutions asking companies to disclose physical risks posed by climate change for the first time this proxy season, according to representatives of sustainable investor groups.
February 21, 2013 Annual Survey Shows Majority Voting Being Increasingly Embraced Even Among Smaller Companies, But Failing Incumbents Are Rarely Expected To Resign
Yahoo! Finance - NEW YORK, Feb. 20, 2013 /PRNewswire/ --According to a report released today by The Conference Board in ... it to the CEO. Environmental impact and, for financial services companies, data security are among the...
February 20, 2013 Shareholders To Question Bank About Its Financing Of Climate Change
Yahoo! Finance - The U.S. Securities and Exchange Commission (SEC) has allowed Boston Common Asset Management's shareholder resolution to PNC Financial to remain on the proxy ballot. The resolution requests that PNC assess the...
February 15, 2013 CalSTRS to oppose dual chairman-CEO role at DisneySource: Reuters
The California State Teachers' Retirement System (CalSTRS) said on Thursday it will oppose Walt Disney Co's combination of the CEO and chairman roles, and its executive pay plan at the company's annual shareholder meeting in...
February 8, 2013 ESG issues are key this yearSource: FT Adviser
We recently conducted a survey of fund managers to canvass their views and opinions on environmental, social and governance issues because these factors are playing an increasingly prominent and integral role in our multi-manager...
February 7, 2013 Shareholder adviser ISS tightens screws on directorsSource: Thomson Reuters Westlaw
As thousands of U.S. companies prepare for their annual meetings over the coming months, the influential shareholder adviser ISS has signaled it is going to put directors on a shorter leash. ISS, the largest adviser on...
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