The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Thu, 23 Jul 2026 11:32:28 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Thirty-Six Precatory Declassification Proposals Going to a Vote at Annual Meetings – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Thirty-Six Precatory Declassification Proposals Going to a Vote at Annual Meetings https://corpgov.law.harvard.edu/2012/04/10/thirty-six-precatory-declassification-proposals-going-to-a-vote-at-annual-meetings/?utm_source=rss&utm_medium=rss&utm_campaign=thirty-six-precatory-declassification-proposals-going-to-a-vote-at-annual-meetings https://corpgov.law.harvard.edu/2012/04/10/thirty-six-precatory-declassification-proposals-going-to-a-vote-at-annual-meetings/#comments Tue, 10 Apr 2012 14:15:01 +0000 http://blogs.law.harvard.edu/corpgov/?p=27695?d=20120410101501EDT Editor’s Note: Professor Lucian Bebchuk is the Director of the Harvard Law School Shareholder Rights Project (SRP), and Scott Hirst is the SRP’s Associate Director. Any views expressed and positions taken by the SRP and its representatives should be attributed solely to the SRP and not to Harvard Law School or Harvard University. An initial post about the SRP’s activities during this proxy season is available here, a critique of the SRP’s activities by Martin Lipton and Theodore Mirvis is available here, a response to this critique by Jeffrey Gordon is available here, and a recent post about companies disclosing management declassification proposals made pursuant to agreements is available here.

This post provides information about thirty-six precatory board declassification proposals, submitted by institutional investors represented and advised by the Harvard Law School Shareholder Rights Project (SRP), that are expected to go to a vote at annual meetings during this proxy season.

During the 2011-12 proxy season, the SRP has been representing and advising several institutional investors – Illinois State Board of Investment (ISBI) , the Los Angeles County Employees Retirement Association (LACERA), the Nathan Cummings Foundation (NCF), the North Carolina Department of State Treasurer (NCDST), and the Ohio Public Employees Retirement System (OPERS) – in connection with the submission of precatory shareholder proposals to more than eighty S&P 500 companies that have classified boards. The proposals urge repealing the classified board and moving to annual elections, which are widely viewed as corporate governance best practice.

Through active engagement with companies receiving declassification proposals, the SRP and the institutional investors working with the SRP have been able to reach negotiated outcomes with (as of today) forty-four of the companies receiving such proposals. These companies have entered into agreements committing them to bring management proposals to declassify their boards. (A partial list of companies entering into such agreements, including only companies that have already made public filings that disclose the planned management proposals, is available here.)

In many other companies receiving proposals, however, the SRP and the institutional investors working with the SRP have not been able to obtain such negotiated outcomes. In such cases, the shareholder proposals urging board declassification are expected to go, or have already gone, to a vote at 2012 the annual meeting.

Thus far, only one proposal has gone to a vote. The proposal, submitted by the Illinois State Board of Investments to the F5 Networks, Inc. (FFIV), won 77% of the votes cast.

Below is a list of thirty-six companies where shareholders are expected to vote at the 2012 annual meeting on shareholder proposals submitted by institutional investor represented and advised by the SRP. Where the proxy statement has already been issued, the date of the meeting and a link to the proxy statement are also provided. The list does not include companies where a dialogue is still ongoing. The list will be updated periodically and the most updated version is available here.

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