Proxy Season ’12: Key Observations and Trends Part 1

Posted on Jul 24, 2012 in Governance and Compliance, IR Therefore I Am | 0 comments

Keith Gottfried

By Gene Marbach, SVP, Makovsky+Co.

Part Two Here

My good friend, Keith Gottfried, Partner at the law firm of Alston + Bird (www.alston.com), shared with me the highlights of a presentation he recently gave entitled, “2012 Proxy Season Recap:  Activism, Private Ordering, and More…”  Keith is an expert on all things pertaining to shareholder activism, mergers and acquisitions, corporate governance, SEC reporting, among other areas.  His stellar bio can be found here:  http://www.alston.com/keith-gottfried/

If we agree with Shakespeare that “What’s past is prologue,” then Keith’s presentation will prove helpful in planning for Proxy Season ’13.  According to his presentation on the proxy season just concluded which references some very interesting data from both ISS and Factset SharkRepellent: 

  • 66 proxy fights of which 13 went to a shareholder meeting/vote; the percentage of proxy fights where management won was 10.6% which was the lowest management win percentage in over 10 years.
  • 49 say-on-pay failures (compared to 44 in 2011) and more failures among large companies.
  • Declassification of board proposals were by far the most prevalent governance proposal with 83 such proposals submitted.
  • Independent board chairman was another popular corporate governance proposal with 55 such proposals submitted; 39 proposals submitted relating to the call of a special meeting.
  • Declassification of the board proposals also led the pack in getting passed, with 40 (89%) proposals passed.
  • Least successful in attracting votes were proposals to allow shareholders to call special meetings, with a 21% passage rate.
  • Notable increase in political spending proposals with 115 such proposals submitted.

In Part 2 of the series, we’ll share Keith’s insights on shareholder activism. In the interim, should you wish to contact him, he can be found thusly:  Keith.Gottfried@alston.com or by phone at 202.239.3679.