REPORTS AND FINDINGS

2014 SEASON

FINDINGS

A Report on Corporate Governance and Shareholder Activism

Frequent Filers: Shareholder Activism by Corporate Gadflies
Seventy percent of 2014 individual-sponsored shareholder proposals have been introduced by three people and their family members.

Special Report: Shareholder Activism by Socially Responsible Investors
Social-investing funds assume leading role in policy-oriented shareholder-proposal activism; focus on environmental issues and corporate political spending.

Special Report: Labor-Affiliated Shareholder Activism
Pension funds affiliated with multiemployer private funds scale back shareholder activism in 2014; public-employee funds pursue political agenda.

2014 Proxy Season Midterm Report
Management winning more votes in 2014, as greater percentage of shareholder proposals focus on social and political issues.

Companies Fight Back Against Chevedden; Unions and Social Investors Ramp Up Push on Corporate Political Spending
The new proxy season is upon us and many companies are about to face shareholder proposals of all kinds at their annual meetings. What will shareholders propose this year? Who will make the proposals? Will they pass? The Proxy Monitor Winter Report by James Copland, director of the Manhattan Institute's Center for Legal Policy, employs new data from the Proxy Monitor database to predict the answers to all of these questions.

2013 SEASON

REPORTS
Corporate Governance and Shareholder Activism discusses several key trends in the 2013 proxy season, including the rise in labor-affiliated shareholder activism and the decrease in support for proposals related to political spending or lobbying.

Political Spending, Say on Pay, and Other Key Issues to Watch in the 2013 Proxy Season
Employing updated data from the Manhattan Institute's unique Proxy Monitor database, Jim Copland identifies trends to watch for in his 2013 ProxyMonitor Winter Report, including ISS recommendations, and proposals on political spending, "Say-on-Pay", and board declassification.

FINDINGS
2013 Proxy Season Review
As the 2013 proxy season comes to a close, the Manhattan Institute's Center for Legal Policy has released the final update in its series tracking annual shareholder proposal trends. The finding summarizes the 2013 proxy season trends and discusses in depth the most common types of proposal: those involving political spending or lobbying.

2013 Proxy Season Wrapping Up
As the 2013 proxy season comes to a close, the Manhattan Institute's Center for Legal Policy releases the fourth proxy season update in a series of reports and findings tracking annual shareholder proposal trends, including a shift in the composition and decreased success rate of shareholder proposals.

Special Report: Public Pension Fund Activism
In a new finding, Special Report: Public Pension Fund Activism, Manhattan Institute Center for Legal Policy director James R. Copland analyzes voting results from the Proxy Monitor database to explore why the New York State Common Retirement Fund has emerged as the most active institutional investor in 2013.

2013 Proxy Season Under Way: JPMorgan Chase Chairman vote looms large in busy may proxy season
With proxy season underway and JP Morgan Chase's May 21 annual meeting looming large on the horizon, Manhattan Institute Center for Legal Policy director, James R. Copland, just released his latest finding, 2013 Proxy Season Underway: JPMorgan Chase Chairman vote looms large in busy may proxy season.

Watching the 2013 Proxy Season: Union Funds Pushing Companies to Separate Chairman and CEO Roles
As proxy season begins in earnest, Manhattan Institute Center for Legal Policy director, James R. Copland, just released a new report, Watching the 2013 Proxy Season: Union Funds Pushing Companies to Separate Chairman and CEO Roles, analyzing early voting results using the Proxy Monitor database.

2012 SEASON

REPORTS
Proxy Monitor 2012: A Report on Corporate Governance and Shareholder Activism
Proxy Monitor 2012: A Report on Corporate Governance and Shareholder Activism, reveals that almost all shareholder proposals are being sponsored by a small number of investors, predominately labor union pension funds and social/religious activists, whose motivation appears to deviate from concern over share value.

Shareholder Activism: What to Watch for in the 2012 Proxy Season
Proxy Monitor report highlights key trends to watch for this proxy season including proposals by labor unions on issues like corporate speech and CEO pay. His analysis draws upon information from the recently updated Proxy Monitor database which now includes shareholder proposals for the Fortune 200 from 2006-2011.

FINDINGS
2012 Proxy Season: Mid-Term Report
In his latest analysis of shareholder proposals from the Proxy Monitor database, director of the Manhattan Institute's Center for Legal Policy James Copland looks at this year's most up-to-date data and identifies the most commonly introduced proposals: proposals to limit or force disclosure of corporate political spending and lobbying have made up 21 percent of all proposals in 2012. All but 50 of the Fortune 200 companies have now held their annual meetings.

2012 Proxy Season: Early Report
In the first finding of the 2012 proxy season, James Copland's analysis of early voting results indicates shareholders may be relying heavily upon Institutional Shareholder Services (ISS), the shareholder advisory firm, for decisions on executive compensation packages. Copland notes that most shareholder proposals thus far in 2012 are related to corporate governance, rather than executive compensation or social or political issues. Among the Fortune 200 companies to have held their annual meetings to date, the only shareholder proposals to gain majority support are those to declassify the board and to require majority voting for directors.

2012 Proxy Season Under Way
In the second finding of the 2012 proxy season, Center for Legal Policy director James Copland determines that (1) labor-affiliated funds are introducing shareholder proposals at a higher rate than in past years, and (2) targeting companies in service-oriented fields such as retail, finance, or telecommunications rather than those in manufacturing fields such as energy or heavy industry.


2011 SEASON

REPORTS
PROXY MONITOR 2011: A Report on Corporate Governance and Shareholder Activism
In recent years, a small number of activist shareholders have increasingly sought to use their equity stock holdings to exert influence over business management. Proponents of "shareholder democracy" have successfully pushed shareholder proposals offered for votes at the annual meetings of public corporations that change the manner in which directors are elected and in which shareholders can force corporate action outside those annual meetings. Proponents of "corporate social responsibility" have pushed companies to change their behavior with a clear interest in pursuing policy goals rather than share-price maximization. Critics of management's pay levels have pushed for shareholder advisory votes on executive compensation-a practice borrowed from Britain but unheard of in the United States a decade ago-and such "say on pay" votes are now mandated under federal law by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Academics and investors alike have debated shareholder activism generally and these proposals specifically; but to date, hard data have generally not been publicly available about this phenomenon. To fill in this informational gap and to uncover and analyze trends in this aspect of shareholder activism and its influence over corporate governance, the Manhattan Institute launched its Proxy Monitor project. The ProxyMonitor.org database assembles information on the 150 largest corporations (by revenues, as ranked by Fortune magazine) and currently includes searchable and sortable information on every shareholder proposal submitted at each company from 2008 through August 1, 2011.

PROXY MONITOR REPORT Winter 2011: New Database Reveals Shareholder Proposal Trends
A debate over the scope of voting rights for the shareholders of publicly traded corporations has been raging for the last several years.[1] In the policy arena, the Dodd-Frank financial-reform legislation,[2] enacted in July 2010, made substantial changes to the traditional rules that had limited shareholders' power over corporate governance. Unfortunately, much of the debate and policy discourse concerning corporate governance to date has been thinly informed as to how shareholder activism is actually playing out in practice. To help fill that gap, the Manhattan Institute has developed a new, open database that we are calling ProxyMonitor.org, which will facilitate research into the nature and characteristics of recent shareholder proxy proposals and the overall patterns and trends that they exhibit.

FINDINGS
Executive Compensation
The Manhattan Institute released the first of its series of New Findings from ProxyMonitor database. This set of findings focuses on public and private sector unions flexing their muscles over corporate America through the proxy process. Unions proposed 38 percent of all shareholder proposals for the years 2008-2010 and preliminary evidence from 2011 shows that this trend is going to continue into the future.

Social Policy
In the second of its series of New Findings, the Manhattan Institute released information from the ProxyMonitor database, revealing over 40 percent of all shareholder social policy proposals relate to political activity, particularly political campaign contributions and trade associations. Other data from the ProxyMonitor New Findings reveals environmental and human rights issues are at the forefront of shareholder proposals for social policy.

Corporate Governance
In the third of its series of New Findings, the Manhattan Institute released information from the ProxyMonitor database, revealing labor unions and individual shareholder activists are trying to change corporate structure, particularly related to chairman independence and voting rules.

Industry-by-Industry Trends
In the fourth of its series of New Findings, the Manhattan Institute released information from the ProxyMonitor database focused on industry-by-industry analysis. The New Findings feature information about labor union shareholder proposal activity in non-traditional industries like retail and financial services.

Proxy Season 2011
In the fifth of its series of New Findings, the Manhattan Institute used data from its 2011 Scorecard to analyze executive compensation proposals and social policy proposals. These early returns indicate a rise in political spending proposals and majority approval over say-on-pay.

Proxy Season 2011: Executive Pay Proposals Winning Support
2011 Proxy Midterm: In the sixth of its series of New Findings, the Manhattan Institute used data from its 2011 Scorecard to reveal increasing shareholder activity by labor unions through their pension funds. Labor unions sponsored 56 percent of all proposals on executive compensation thus far in the 2011 proxy season.

2011 Proxy Season Review: Rate of Introduction and Passage of Shareholder Proposals Falls
In the seventh of its series of New Findings, the Manhattan Institute used data from its 2011 Scorecard and archived database to reveal that the overall number of shareholder proposals related to executive compensation and corporate governance are down, while the number of shareholder proposals involving social policy goals are on the rise.

 

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