June 17, 2004

How to Handle Accidental Filing

I blogged on June 1st about NYSE’s new forms of 303A affirmations. In case you file the unrevised form by accident, I have heard that the NYSE staff’s position is that you do not need to re-file the 303A affirmations using the newest version of the form (as the revisions made no significant changes to the affirmation forms). Of course, this applies assuming you filed the 2nd generation version of 303A affirmations, as opposed to the old 1st generation affirmations that were not applicable at all for this year.

Withhold Votes Continue

Although a few weeks old, I would be remiss if I didn’t note how Federated Department Stores registered the highest withhold vote levels for this proxy season. More than 61% of the votes cast were withheld from 4 directors at Federated’s May 21 annual meeting. A noteworthy aspect of this record level is that there was no organized “vote-no” campaign.

The following excerpt from Stephen Deane of ISS analylzes why this happened: “So why the record number of withhold votes at Federated? True, the company has repeatedly ignored majority votes on shareholder resolutions calling for annual elections. But that hardly makes Federated unique.

Instead, the share ownership structure–which overwhelmingly comprises institutional investors–may well hold the key to understanding the vote results. According to one source who asked not to be identified, institutional investors own nearly 95 percent of Federated’s shares, and the company’s top 10 institutional investors alone hold 43 percent of the shares. And those institutional investors are precisely the ones most likely to withhold votes from directors who ignore majority votes.”