Proxy Season ’12: Some Observations and Trends Part 2

Posted on Jul 26, 2012 in Governance and Compliance, IR Therefore I Am | 0 comments

By Gene Marbach, SVP, Makovsky+Co.

Part One Here

Keith Gottfried

We continue with a look the recently-concluded Proxy Season ’12  with a review of recent trends in shareholder activism taken from a presentation delivered by my good friend, Keith Gottfried, Partner at the law firm of Alston + Bird (www.alston.com). 

In his presentation, entitled, “2012 Proxy Season Recap: Activism, Private Ordering, and More…,” which references some very interesting data from both ISS and Factset SharkRepellent, Keith notes:

  • That there were 66 proxy fights year-to-date of which 13 have gone to a shareholder meeting / vote.
  • 2012 has been the “quietest” year for proxy fights since 2005 when there were only 56 proxy fights.
  • Proxy fights continued to trend downward from 2009 and number of proxy fights is down considerably from its high of 133 in 2009.
  • High profile proxy fights included Yahoo / Third Point; Vulcan Materials / Martin Marietta; Illumina / Roche Holdings; CVR Energy / Carl Icahn; and Oshkosh / Carl Icahn.
  • Seven proxy fights in 2012 where the dissident made an offer to acquire the company.
  • The percentage of proxy fights where management won was 10.6% which is the lowest management win percentage in 10 years.
  • 18 proxy contests settled year-to-date; unusual settlements include InfuSystems Holdings where the company settled a proxy fight for all seven board seats by giving the dissident five board seats.
  • Increased use of exempt solicitation campaigns; according to FactSet SharkRepellent, the 45 exempt solicitations announced so far in 2012 is the most in any year since FactSet began tracking such campaigns in 2006.

For those interested, Keith, with expertise in shareholder activism, mergers and acquisitions, corporate governance, SEC reporting, among other areas, can be contacted via email at  Keith.Gottfried@alston.com or by phone at 202.239.3679.

Ed. Note:  The folks at Thomson Reuters recently conducted a survey of institutional investors to understand how they use a company’s IR website. For more information see:  http://corporatesolutions.thomsonreuters.com/investor-relations-websites-what-buy-side-investors-value/. The survey results can be obtained here:  http://corporatesolutions.thomsonreuters.com/wp-content/uploads/2012/07/IR-Websites-What-Buy-Side-Investors-Value.pdf