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Annual Meeting Planning - 2018

Two other sets of developments this season also give us reason to think hard as we plan for 2018:

First has been a very noticeable increase in the votes in favor of greater disclosures of spending on political and lobbying efforts: Where not so long ago the voting “mode” was in the mid-teens, we saw many companies getting votes in-favor in the mid to the high 30s this season – and many more than ever in the mid-to-high 40s. Clearly these proposals have been gaining major traction. And issuers, as we’ve reminded many time before - any proposals that get 30% or more are sure signs of shareholder discontent - and likely of more trouble ahead.

When Citizens United was decided it was Judge Scalia who insisted that the marketplace would assure that important information on these subjects would be widely revealed. And now, suddenly, it seems to be coming true.

The second big development to watch out for in 2018 is the “diversity issue”: We had predicted that 2017 would be a “breakout year” so your editor was rather disappointed that State Street, BlackRock, Fidelity, and most of the big public pension funds made bold- aced statements about raising the bars here, while basically giving companies a full year’s fair warning to get ready. But this season, a Calsters proposal at Hudson Pacific Properties got an astonishing 85% in favor. And at Philadelphia-based Cognex, a diversity proposal was approved with 63% of the votes cast. As with climate change, the scientific evidence is pretty compelling: Companies with “diverse boards” outperform “homogeneous boards” by very big margins. So issuers…check under the ‘hood and start your engines now, if you have not already done so.

Also; check out the article on BofA’s outstanding ESG disclosures in our last issue and the update from this issue featured at this link: Check he documents on their website - and, especially, read the “handwriting on the wall” as you gear up for next year.