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Friday, May 12, 2006

Majority Vote Trends Continue
Submitted by: Ted Allen, Director of Publications

Shareholder proposals seeking majority voting in director elections continue to do well at U.S. companies that have not announced board election reforms.

So far this season, those resolutions are averaging 56.8 percent of votes cast at 13 firms that had not adopted a director resignation policy or other majority election alternative before issuing their proxy statements, according to ISS data. As of May 10, those proposals had won majority support at 11 of those firms, including a 53 percent showing at Union Pacific and 61 percent support at Verizon on May 4.

The two exceptions were the 27 percent vote at PepsiAmericas and a 32 percent vote for at Paccar. One explanation may be the significant insider shareholdings at those companies. PepsiAmericas has a 53 percent insider voting block, which includes a 43.4 percent stake owned by PepsiCo. At Paccar, directors and officers control 7 percent of the company's shares. This year's vote is slightly better than the 30 percent received by a similar proposal at Paccar in 2005.

By contrast, the strongest showing was a pair of 67 percent votes at Marathon Oil and Sprint Nextel in April. (For more details on other vote results, Download file here to see the table. This table includes 33 meetings where specific vote results were released and then collected by ISS. This data doesn't include the 95 percent vote on April 28 at Marriott International, where management supported the proposal by the Sheet Metal Workers.)

Meanwhile, majority vote proposals continue to lag at companies that have resignation policies like those adopted by Pfizer and more than 80 other firms. Those resolutions have averaged 37.3 percent of votes cast at 22 meetings this season.

However, majority vote proposals won 54 percent support at EMC and 51.8 percent at Chubb, which both have resignation policies. A binding proposal won a surprising 49 percent support at Honeywell International, which also has a resignation policy. (In addition, the United Brotherhood of Carpenters and Joiners report that their proposals won 60 percent support at PerkinElmer and 56 percent support at Raytheon. These two results were not received in time to be included in the table.)

The poorest showing was 19 percent at General Electric, which has adopted one of the strictest director resignation policies. (ISS' recommendation research staff did not support the proposal at GE.) If the GE vote is excluded, then majority voting is averaging 39.3 percent at companies with resignation policies.

Comments

While the majority voting trend is to be applauded has a major company proposed a director only to have the individual defeated? I think the real test will come when there is actual consideration of directors as a matter of course. Investors have not yet learned how to use this tool.

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