SEC's White Urges Boards to Pay Attention to Shareholder Proposals

WASHINGTON (The Deal) -- Securities and Exchange Commission chairwoman Mary Jo White late Monday urged directors of corporate boards to pay close attention to nonbinding shareholder proposals coming up for a vote at their firms, whether they are approved by a majority of investors or not.

"Look thoughtfully the proposals shareholders are submitting to your company," White told directors at a forum sponsored by the Stanford University Rock Center for Corporate Governance. "Ask your management team about them and about the proposals that other companies are receiving that could be relevant to your company. Look at the voting results at shareholder meetings - the percentage of votes for a shareholder- supported resolution or against a management-supported resolution are important, irrespective of whether the resolution is approved, or not."

White's comments come as the number of nonbinding proposals being considered by corporations related to a wide variety of social and economic areas has grown. And while the proposals cover a wide variety of subject matters, some are key precatory measures on executive pay packages and others seek to have corporations consider strategic options such as a sale often have received the support of a majority of investors.

According to a June 18 update to a report issued by Semler Brossy Consulting Group, as of June 18, 47 companies of more than 2000 corporations the consulting group has tracked so far have failed to have their executive pay packages approved by shareholders so far this year. The "say on pay" votes are nonbinding and were required by the Dodd-Frank Act, written in the wake of the financial crisis.

Last year in May more than 53% of shareholders backed a nonbinding proposal at Timken (TKR) to have the $5.5 billion mechanical component-maker hire an investment bank to advise on a spinoff of its steel business into a separately traded public company. Other so-called "economic referendum proposals" seeking to have boards hire bankers to help them consider strategic alternatives have come up for a vote at a handful of companies in recent years. In 2013 there were five of these nonbinding proposals, up from four in 2012.


Some strategic alternative shareholder proposals have been rejected by the SEC before they could come up for a shareholder vote. That was the case for two lengthy identical proposals spearheaded by advocacy group Public Citizen policy advocate Bart Naylor at Citigroup (C) and JPMorgan Chase (JPM). The nonbinding proposals sought to have the institutions divide themselves up after they formed stockholder value committees to develop a divestiture plan. However, the SEC sided with bank lawyers, allowing them to remove the measures.

In her speech to the governance group, White added that an "open and constructive" dialogue with shareholders is helpful in providing "perspective" on the challenges faced by the company.

"Many institutional shareholders have unique insights on industry dynamics, competitive challenges and how macroeconomic events are shaping the environment for your company. But it is important not to forget about your other shareholders. There is real value in listening to their views and their voice, as well," she said.

White's comments also come after she put a positive spin on activist investors as part of a speech she gave in December. She said that activist investors and the advice companies receive on how to respond to them has changed dramatically in recent years. In that speech she noted that the "distinctive negative" view of activist shareholders that once existed is not "necessarily" the current view and "certainly not the only view."

White's comments come as shareholder activism employing nonbinding shareholder proposals is on the rise. In addition to plans to solicit votes to remove the six directors at Allergan (AGN), activist investor Pershing Capital will seek a nonbinding vote on six alternative nominees the activist fund plans to introduce for consideration at a special meeting that is unlikely to take place until November. Pershing's campaign is connected to a hostile $54 billion bid by Canada's Valeant Pharmaceuticals (VRX) to acquire Allergan, which is based in Irvine, Calif. In addition, dissident Starboard Value, until recently, had been seeking to hold a nonbinding vote to pressure Darden Restaurants (DRI) to consider delaying a sale of its Red Lobster chain of restaurants.

More from Mergers and Acquisitions

Attention 60 Minutes: Google Isn't the Only Big-Tech Monopoly

Attention 60 Minutes: Google Isn't the Only Big-Tech Monopoly

Apple Buys Tesla? Amazon Buys Sears? 3 Dream Mergers That Just Make Sense

Apple Buys Tesla? Amazon Buys Sears? 3 Dream Mergers That Just Make Sense

Square Shares Shake Off Concerns About PayPal's Deal for iZettle

Square Shares Shake Off Concerns About PayPal's Deal for iZettle

It's a Family Feud - CBS is Granted Restraining Order Against Shari Redstone

It's a Family Feud - CBS is Granted Restraining Order Against Shari Redstone

How Qualcomm's CEO Is Helping Steer the Shift to 5G

How Qualcomm's CEO Is Helping Steer the Shift to 5G