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Today is our webcast – Conduct of the Annual Meeting!

Number of Shareholder Proposals Up

At last week’s Institutional Shareholder Services conference, Corp Fin Deputy Director Marty Dunn noted that the staff is on pace to receive about the same number of exclusion requests as last year (and last year was a record). However, it was also noted that more proposals were either being negotiated out of the proxy statement or placed on the ballot without opposition (in fact, over 30 proposals were withdrawn while the SEC staff was processing an exclusion request just during the past month).

So, it appears that this year likely will see a new record number of proposals. In fact, Carol Bowie of IRRC states in today’s NY Times that the number of proposals dealing with corporate governance topics will be over 900 this year, up from 500 last year. That 900 corporate governance proposals nearly equals the record-setting number of overall proposals set last year of just over 1000. So I wouldn’t be surprised if this year’s number of overall proposals falls at well over 1300.

Marty did confirm that the sole “opt-in” trigger proposal so far is the Marsh & McLennan one. The staff did allow the exclusion of a proposal – Verizon Communications (2004 Lexis 200 Jan. 18, 2004 – and rejection on reconsideration, 2004 Lexis 271, Feb. 10, 2004) – that was similar to an opt-in proposal – but the proposal changed the definition of “qualifed shareholder” from what the SEC proposed in its shareholder access framework. So, the staff allowed exclusion under Rule 14a-8(i)(8) regarding election of directors.

By the way, hats off to Marty for always making his panels as entertaining as possible. He never disappoints.

SEC to Consider Adopting 8-K Proposal

Next Thursday, the SEC is holding an open Commission meeting to adopt the 8-K proposals that have been outstanding for nearly two years (see this bunch of law firm memos on the outstanding proposal). The SEC will also propose changes to 20-F to lighten the financial reporting load for certain non-US issuers.

Demise of Poison Pills?

Yesterday, the Wall Street Journal ran an article illustrating how shareholder activism has caused an increasing number of companies to dismantling poison pills – and preventing companies from installing new pills. For a number of years now, shareholder proposals asking companies to either dismantle a pill or adopt a policy to not adopt pills have received majority votes. The article notes that 12 companies have dismantled pills so far this year – compared with 29 in all of ’03 and 18 in all of ’02.