Initial 2013 Annual Meeting Results: Six Board Declassification Proposals Passed with Average Support of 79%

The Harvard Law School Forum on Corporate Governance and Financial Regulation 2013-03-06


Editor’s Note: Professor Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is Counsel at the SRP. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded companies, as well as on research and policy projects related to corporate governance. Any views expressed and positions taken by the SRP and its representatives should be attributed solely to the SRP and not to Harvard Law School or Harvard University. The work of the SRP has been discussed in other posts on the Forum available here.

Although the 2013 proxy season is still in its early stages, board declassification proposals submitted by the Shareholder Rights Project (SRP) on behalf of SRP-represented investors have already gone to a vote at the 2013 annual meetings of six S&P 500 and Fortune 500 companies, and these proposals all passed by substantial majorities, receiving average support of 79% of votes cast.

This result continues the strong record of success for SRP-represented investors in 2012, and reflects the on-going strong support for board declassification among institutional investors. The table below provides information concerning these six precatory declassification proposals that passed.


Company Proponent % of Votes Cast in Favor Air Products and Chemicals, Inc. (APD) PRIM 80.2% Ashland Inc. (ASH) PRIM 82.6% Costco Wholesale Corporation (COST) PRIM 71.9% Jacobs Engineering Group Inc. (JEC) PRIM 82.2% Rockwell Collins, Inc. (COL) PRIM 83.0% Varian Medical Systems, Inc. (VAR) PRIM 74.8% Average: 79.1%

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Lucian Bebchuk, Scott Hirst and June Rhee, Shareholder Rights Project,

Date tagged:

03/06/2013, 09:44

Date published:

03/06/2013, 09:30