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Energy Companies Are Exhibit A in Shareholder-Rights Battle

The proxy war goes beyond energy company boards behaving badly, and includes an effort by Norges Bank Investment Management, a division of Norges Bank, the central bank of Norway, to win support for an even broader director nomination proposal.

Norway's bank has directed proposals at the boards of directors at Wells Fargo (WFC), Staples (SPLS) -- which is challenging the measure -- and Charles Schwab (SCHW ). Norway's investing arm wants investors with a 1% stake to be able to nominate directors.

Bill Atwood, executive director of the Illinois State Board of Investment, said the moves by Norway's central bank were important for two reasons: First, because of the stature of the entity that was filing the proposal, and second, because of the 1% stake threshold for shareholders to nominate a director, which would result in even greater leverage and easier board challenges.

Even the biggest pension funds in the world rarely own as much as 0.5% of any single stock. Two years ago, when nine of the largest pension funds joined together in an effort against coal miner Massey Energy after a mine disaster, the combined shareholders stake in Massey was still less than 3% of shares.

A pension official familiar with the planning of the proposals aimed at Chesapeake's and Nabors' boards indicated that there is broad support for the 1% threshold, but the pension funds didn't want to "push their luck" and settled on 3% since it matched the original SEC proposal. Nabors had offered a 5% threshold in negotiations aimed at avoiding a proxy battle, the pension official said.

In the past five years, Nabors shares have declined 59%, while the S&P energy index has returned 18% and the S&P 500 lost 5%. In the past three years, Nabors shares have declined 50%, while the S&P 500 has gained close to 4%. During that period of time, just-retired Nabors CEO Gene Isenberg was paid more than $109 million, almost all of it in performance-based compensation as opposed to salary.

The naming of a new CEO at Nabors, Anthony Petrello, was supposed to be the signal to investors that a new era had begun and shareholders would be rewarded -- and Wall Street has bought into the turnaround story. The pension funds, though, aren't stepping up to endorse the CEO. For pension funds, the issue is the board and not any single CEO. Indeed, there is still a hint of tone-deafness in the boardroom. In 2011, Petrello received a bonus of $13.6 million, "as a result of the company's strong performance."

Nabors shares dropped by 32% in value in 2011, while the energy sector was up 7.5% and the S&P 500 eked out a minor gain.
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