Access a selection of shareholder proposals from 2008 proxy season, with links to related proxy disclosures

ISS Governance Services (RiskMetrics Group) 

Commentary 

Delaware chancery court issued another ruling that limits application of advance notice bylaw

• Levitt Corp v Office Depot, Inc.
  (CA No. 3622-VCN)   4.14.08
• Ruling states director nominations and elections are business within the meaning of the bylaw provision
• However, because election of directors was included in the notice of meeting as a matter of business to be voted on by shareholders
• Dissident stockholder did not have to comply with the advance notice bylaw

Delaware chancery court held that advance notice bylaw applies only to Rule 14a-8 precatory proposals

• Jana Master Fund v. CNET Networks
• Ruling opens path for proxy contests at Delaware companies with similar advance notice bylaw provisions

RiskMetrics Group reports that Free Enterprise Action Fund (FEAOX) has submitted proposals to ban non-binding proposals

• RiskMetrics Group                                                     Risk & Governance Blog  3.13.08
• See also report from Dow Jones Newswires  2.25.08
• ExxonMobil and Charles Schwab
• Activist investor Stephen Malloy wants to minimize "nuisance" proposals and "back-room deals"

• Historical and current information on proposals and policies that call for advisory (non-binding) votes on executive pay

SEC staff ruled that companies may exclude proxy access proposals from 2008 proxy statements

• Each proposal called for bylaw amendment
• Body of SEC response letters

• There appears to be some basis for your view that _______ may exclude the proposal under rule 14a-8(i)(8). Accordingly, we will not recommend enforcement action to the Commission if _______ omits the proposal from its proxy materials in reliance on rule 14a-8(i)(8).

Bear Stearns  AFSCME

Croghan Banchares  Samuel R. Danziger 

E*Trade  AFSCME

JP Morgan Chase  AFSCME

Kellwood Company  CalPERS

According to RiskMetrics

• AFSCME filed proposals at Countrywide Financial, E*Trade, Bear Stearns, and JP Morgan Chase; and
• CalPERS filed an access proposal at Kellwood

See also Shareholder Access topic page

Stockholder proposals calling for reimbursement of proxy expenses in contested election of directors

• AFSCME intends to submit proposals for 2008 season
• Proposals similar to proposal submitted to Apache Corporation in 2007 proxy season
• Under new proxy access rules, SEC staff has taken position that proposal may not be excluded under Rule 14a-8(i)(8) if it relates to ... reimbursement of shareholder expenses in contested elections

AFSCME submitted proposal to Apache ... again

• Apache Corporation  3.31.08

Calls for election of directors by majority of votes cast; provided, if election is contested, election of directors by plurality of votes cast

• Eastman Kodak

• United Association S&P 500 Index Fund
• Meeting on 5.14.08

• Sherwin Williams

• United Brotherhood of Carpenters Pension Fund
  is proponent
• Meeting on 4.16.08

• Whirpool

• Proponent not named
• Meeting on 4.15.08

• Whole Foods Market

• James McRitchie is proponent
• Meeting on 3.10.08

• Voting results   not approved

Calls for separation of Board Chairperson / CEO roles, with independent Chair who has not served as executive officer of company

• Chevron

• Proponent is not named
• Meeting on 5.28.08

• Coca Cola 

• International Brotherhood of Teamsters
• Meeting on 4.06.08

• DuPont

• Mr. Clark Phippen
• Meeting on 4.30.08

• General Electric

• Evelyn Y. Davis is proponent
• Meeting on 4.23.08

• Pfizer 

• Proponent is not named
• Meeting on 4.24.08

• Time Warner

• Christian Brothers Investment Services
• Meeting on 5.16.08

• U.S. Bancorp

• Gerald R. Armstrong is proponent
• Meeting on 4.15.08

• Verizon

• The Association of BellTel Retirees Inc. is proponent
• Meeting on 5.01.08

• Whole Foods Market

• General Board of Pension and Health Benefits of the United Methodist Church is proponent
• Meeting on 3.10.08
• Voting results   not approved

RiskMetrics reports that more than three-dozen proposals ... received average support of nearly 30 percent in 2007

RiskMetrics also reports following companies have received proposals for 2008 proxy season

• Bear Stearns

• RiskMetrics report states that Bear Stearns is seeking to exclude proposal as substantially implemented
• SEC no-action letter  publish pending

• Best Buy
• Honeywell International
• WellPoint

• Proposal not included in proxy statement

• Northern Trust

• Proposal not included in proxy statement

2008 Proposals

• Lowe's  4.11.08

• Proxy Statement  Proposal Five
• Central Laborers Pension Fund

• Honeywell International  3.13.08

• Proxy statement  Proposal No. 4
• United Brotherhood of Carpenters Pension Fund

• United Technologies  2.22.08

• Proxy statement  Proposal 6
• Rocco Calo, Teamsters Union Local No. 1150, Sikorsky Aircraft Helicopter International
• Sikorsky is unit of United Technologies

• Wal-Mart  4.22.08

• Proxy statement  Proposal No. 5
• Proponent not named in proxy statement

Calls for no future stock option grants, other than pursuant to existing contracts

• Goldman Sachs

• Evelyn Y. Davis is proponent
• Meeting on 4.10.08

CVS Caremark

• Reached agreement with Lucian Bebchuk on adoption of bylaw provisions that limits adoption of poison pills
• Any extension of poison pill that is not ratified by shareholders must be approved by 75% or more of board members

• Otherwise pill will expire one year after adoption or last extension

• Form 8-K  2.06.08
• The Harvard Law School Corporate Governance Blog  2.07.08

Safeway

• Reached agreement with Lucian Bebchuk on adoption of bylaw provisions that limits adoption of poison pills
• Any extension of poison pill that is not ratified by shareholders must be approved by 75% or more of board members

• Otherwise pill will expire one year after adoption or last extension

• Form 8-K  2.06.08
• The Harvard Law School Corporate Governance Blog  3.12.08

Calls for elimination of voting system that allows shareholders to cast all their director votes for a single candidate

• Allstate

• Chris Rossi
• Meeting on 5.02.08

• American Express

• Evelyn Y. Davis is proponent
• Meeting on 4.28.08

• Becton, Dickinson and Company

• Evelyn Y. Davis is proponent
• Meeting on 1.29.08
• Voting results   not approved

• General Electric

• Evelyn Y. Davis is proponent
• Meeting on 4.23.08

• General Motors 

• Merrill Lynch

• Evelyn Y. Davis is proponent
• Meeting on 4.24.08

• Safeway

• Evelyn Davis
• Meeting on 5.14.08

• Saks Inc.

• Evelyn Davis
• Meeting on 6.04.08

We will track filings as they are made during 2008 proxy season, and report developments on this and related topic pages

RiskMetrics reports AFSCME is filing these new shareholder proposals

• Stricter controls for Rule 10b5-1 plans

• Safeway
• SanDisk

• Limit use of tax gross-ups

• Nabors
• American Express
• Textron
• CVS Caremark
• Northrop Grumman
• Clear Channel Communications

RiskMetrics Group reports Connecticut Retirement Plans and Trust Funds is filing internal pay equity proposals

• Bridge gap between CEO and NEO pay levels

• Abercrombie & Fitch
• Supervalu

Other Select 2008 Proposals 

Reference can be made to Select 2007 Proposals for historical information on Select 2007 Proposals