Last year, Alaska Air faced eight investor resolutions seeking annual elections, a vote on "poison pill" plans, and other governance reforms, half of which got more than 70 percent of votes cast. Five shareholder proposals received a majority of votes cast in both 2004 and 2003. In response to these votes and another round of shareholder proposals this season, Alaska Air adopted a majority vote bylaw and is seeking shareholder approval to declassify the board and rescind supermajority requirements at the company's May 16 meeting.

At Altera, a majority vote resolution filed last year by the Sheet Metal Workers Union got 59.5 percent of votes cast. A similar proposal by the United Brotherhood of Carpenters and Joiners received 46.1 percent at Safeway.

In 2004, Safeway was the subject of a "vote no" campaign by four public pension funds, which generated withhold votes of 15 to 17 percent against CEO Steve Burd and two directors. In the face of the campaign, Safeway introduced a number of governance changes, including naming an independent lead director.

At Marriott International, management is supporting a majority vote proposal by the Carpenters at the company's April 28 annual meeting. Last year, a similar proposal by the union fund received 39.1 percent of votes cast.

"The company now believes that the clear trend in corporate governance is toward greater and greater adoption of the majority vote standard for uncontested elections," the company said in its proxy statement. "Corporate governance experts agree that the majority vote standard will likely become the norm over the next few years."

While Pfizer and some 80 other firms have adopted resignation guidelines while retaining plurality voting, the Carpenters and other proponents argue that only an explicit majority standard would provide shareholders with a meaningful vote in uncontested elections.

"The growing list of major companies whose boards have adopted a true majority standard combined with post-election resignation policies has set a new standard," Ed Durkin, the Carpenters union's corporate affairs director, told Governance Weekly. "I think we have turned the corner on the issue and the burden is now on those companies that do not have majority vote standard bylaws to justify their continued use of a plurality vote standard."

Of the 65 majority-vote proposals filed by the Carpenters' pension fund this year, three came to a vote earlier this month at Analog Devices, Ciena, and Hewlett-Packard. (For details, see the March 17, 2006, issue of Governance Weekly.) Fifty-one resolutions are still slated for a vote, while 11 have been withdrawn. Many of those firms have agreed to implement a majority standard.

A "Very Strong Vote"
Durkin said that the 45 percent support received at Hewlett-Packard, which adopted a resignation policy modeled after Pfizer's, was "a very strong vote." Pfizer was the first to introduce a director resignation policy last June.

"Despite action by the H-P board to adopt a director resignation policy and the company's strong advocacy against the proposal, nearly half the shareholders said that its director resignation policy combined with a continuation of the plurality vote standard do not go far enough," Durkin noted.

Richard Ferlauto, director of pension investment policy at the American Federation of State, County & Municipal Employees--which has a majority elections proposal at Morgan Stanley's April 4 annual meeting--has a similar view.

"I don't believe [the Pfizer model] is good policy. I think the momentum is there and most investors do understand the critical differences between a resignation policy and changing the voting standard itself," Ferlauto told Governance Weekly. "I expect that there will be strong and growing support for majority voting throughout the season."

In contrast, Martin Lipton, a founding partner of the law firm of Wachtell, Lipton, Rosen & Katz, which represents corporate clients, sees the vote results at H-P, Ciena (31 percent support), and Analog Devices (35 percent) as a vindication of the Pfizer approach. "We continue to believe that the corporate governance guideline is sufficient and should satisfy the desire of governance advocates for majority voting," Lipton said in a memorandum to clients.

The issue is also on the ballot April 6 at Novell. Majority vote proposals are being voted on April 18 at Sprint Nextel, Wachovia, Kaman, and Electronic Data Systems. Similar proposals are slated to go to a vote at Burlington Northern Santa Fe on April 19 and at Weyerhaeuser on April 20. Majority election proposals are on the agenda at more than 100 meetings this proxy season.

Research Editor Rosanna Landis Weaver contributed to this article.