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E-MailThis post describes the results produced so far during the 2013 proxy season as a result of the work that the Shareholder Rights Project (SRP) has done on behalf of SRP-represented clients. Thus far, this work has already resulted in the following 2013 outcomes:
- 19 boards of S&P 500 and Fortune 500 companies declassified following the adoption of agreed-upon management proposals at 2013 annual meetings; and
- 13 precatory proposals passed at the 2013 annual meetings of S&P 500 and Fortune 500 companies, with an average support of 78%.
Further details about these results (including lists of all the relevant S&P 500 and Fortune 500 companies) are provided below. We note that these results add to those obtained during 2012 in which the work of the SRP and SRP-represented investors resulted in:
- 42 board declassifications at S&P 500 companies; and
- 39 precatory proposals passed at S&P 500 companies, with an average support of 82% of votes cast.
19 Boards Already Declassified during 2013
Declassifications Following Agreements: As described in the Negotiated Agreements page of the SRP website, following an active engagement by the SRP and SRP-represented investors, many S&P 500 and Fortune 500 companies receiving declassification proposals for 2012 and 2013 annual meetings have entered into agreements to bring management declassification proposals to a vote of shareholders. Management proposals to declassify brought pursuant to such agreements have already passed during 2013 at 19 such companies. Panel A of Table 1 below provides further details about each of these declassifications.
Additional Agreed-Upon Management Declassification Proposals Expected during 2013: Many additional declassification are expected to take place in 2013 as a result of the work by the SRP and SRP-represented investors. In particular, agreed-upon management proposals are expected to go to a vote at the annual meetings of 17 additional S&P 500 and Fortune 500 companies by the end of 2013. Panel B of Table 1 provides further details about those of the 17 companies that have already publicly announced the agreed-upon management proposals.
13 Successful 2013 Precatory Proposals
Although the SRP and the SRP-represented investors have been able to reach negotiated outcomes with many of the S&P 500 and Fortune 500 companies receiving proposals for 2013 annual meetings, in other cases such negotiated outcomes have not been obtained and proposals therefore went, or are expected to go, to a vote.
The voting outcomes of proposals going to a vote are already known for 14 S&P 500 and Fortune 500 companies, and 13 of these proposals passed receiving average support of 78% of votes cast. The one proposal that did not pass achieved a support of 49.8% of votes cast.
Table 2 below provides further details about the above 14 precatory proposals. As voting outcomes on additional precatory proposals become know, updated information will appear on the Successful Proposals page of the SRP website.
Table 1: 2013 Declassifications Due to Work of the SRP and SRP-Represented Investors
| Company | Proponent |
| Panel A: 2013 Declassifications Already Taking Place | |
| CF Industries Holdings, Inc. (CF) | LACERA |
| Edwards Lifesciences Corporation (EW) | ISBI |
| EQT Corporation (EQT) | OPERS |
| F5 Networks, Inc. (FFIV) | ISBI |
| FLIR Systems, Inc. (FLIR) | NCF |
| FMC Corporation (FMC) | NCF |
| Johnson Controls, Inc. (JCI) | PRIM |
| L-3 Communications Holdings Inc. (LLL) | NCDST |
| Lexmark International (LXK) | NCDST |
| Lorillard, Inc. (LO) | ISBI |
| Manpower Inc. (MAN) | SBA |
| MetroPCS Communications, Inc. (PCS) | LACERA |
| Monsanto Company (MON) | PRIM |
| Moody’s Corporation (MCO) | NCF |
| O’Reilly Automotive, Inc. (ORLY) | NCF |
| People’s United Financial, Inc. (PBCST) | NCDST |
| Ryder System, Inc. (R) | NCDST |
| Snap-On Inc. (SNA) | NCDST |
| Xylem Inc. (XYL) | NCF |
| Panel B: Additional Management Declassification Proposals to be Voted on in 2013 (Partial) | |
| Best Buy Co, Inc. (BBY) | NCF |
| CarMax, Inc. (KMX) | NCF |
| Cerner Corporation (CERN) | ISBI |
| Chipotle Mexican Grill, Inc. (CMG) | ISBI |
| Citrix Systems, Inc. (CTXS) | LACERA |
| Cognizant Technology Solutions Corporation (CTSH) | LACERA |
| Crown Castle International Corp. (CII) | SERS |
| DENTSPLY International Inc. (XRAY) | LACERA |
| GameStop Corp. (GME) | NCF |
| Hess Corporation (HES) | NCDST |
| Limited Brands, Inc. (LTD) | ISBI |
| NII Holdings, Inc. (NIHD) | SBA |
| Principal Financial Group, Inc. (PFG) | ISBI |
| QEP Resources, Inc. (QEP) | ISBI |
| Roper Industries, Inc. (ROP) | LACERA |
| salesforce.com, inc. (CRM) | NCF |
| Unum Group (UNM) | LACERA |
Table 2: 2013 Precatory Proposals
| Company | Proponent |
| 2013 Precatory Proposals that Passed | |
| Air Products and Chemicals, Inc. (APD) | PRIM |
| Ashland Inc. (ASH) | PRIM |
| BorgWarner, Inc. (BWA) | NCF |
| Costco Wholesale Corporation (COST) | PRIM |
| Huntsman Corporation (HUN) | SBA |
| Jacobs Engineering Group Inc. (JEC) | PRIM |
| Kellogg Company (K) | NCDST |
| NCR Corporation (NCR) | SBA |
| Rockwell Collins, Inc. (COL) | PRIM |
| SCANA Corporation (SCG) | SERS |
| Teradata Corporation (TDC) | NCDST |
| Varian Medical Systems, Inc. (VAR) | PRIM |
| United States Steel Corporation (X) | NCDST |
| 2013 Precatory Proposals that Did Not Pass | |
| PACCAR Inc. (PCAR) | NCDST |
