2013 Proxy Season: A Turning Tide in Corporate Governance?

The Harvard Law School Forum on Corporate Governance and Financial Regulation 2013-08-23


Editor's Note: The following post comes to us from Robert A. Profusek, partner focusing on mergers and acquisitions at Jones Day, and is based on a Jones Day publication by Mr. Profusek, Lyle G. Ganske, and Lizanne Thomas.

The 2013 proxy season has ended, and many public companies are in a period of relative calm on the governance front before the season for shareholder proposal submissions begins in a few months. This post reflects on some of the highlights of the past proxy season and a few events and trends that may shape the 2014 season.

Declining Influence of Proxy Advisory Firms

Events in the 2013 proxy season have signaled that the era of blind adherence to proxy advisory firms' recommendations may be waning, at least to some degree. JPMorganChase's success in defeating a highly contested independent board chair proposal for the second year in a row provides some evidence that the influence of proxy advisory firms is decreasing, at least as to non-core governance issues outside the executive compensation area. The JPMorganChase shareholder proposal won the support of only 32.2 percent of the votes cast at its 2013 annual meeting, despite Glass Lewis's and ISS's recommendations in favor of the proposal. A Wall Street Journal article relating to the vote even included this gem of a quote from a VP of proxy research at Glass Lewis: "Our power is probably shrinking a bit." Would that it were so—investors' reclaiming the power of the shareholder franchise would be good news for corporations and their boards, and for investors as well.

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practitioner publications boards of directors corporate elections & voting proxy season institutional investors shareholder rights project proxy advisors shareholder voting iss non-executive chairman board declassification jones day lizanne thomas lyle ganske robert profusek


Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation,

Date tagged:

08/23/2013, 09:50

Date published:

08/23/2013, 09:34