December 3, 2014

Webcast: “Proxy Access: A New World of Private Ordering”

Tune in on Monday, December 8th for the webcast – “Proxy Access: A New World of Private Ordering” – during which Morrow’s Tom Ball, Davis Polk’s Ning Chiu, Chevron’s Rick Hansen and Gibson Dunn’s Beth Ising will analyze how the new wave of proxy access shareholder proposals is impacting how companies approach this hot topic. They will also talk about the impact of Corp Fin’s shareholder proposal process – which faces a critical test in the wake of a request from Whole Foods, as I blogged about recently.

Podcast: NY Comptroller’s Mike Garland Speaks on Proxy Access Shareholder Proposals

In this podcast, Mike Garland of the Office of New York City Comptroller provides some insight into the “Boardroom Accountability Project” (which includes the submission of shareholder proposals seeking proxy access to 75 companies; here’s a list of the companies receiving the proposals – and here’s the NY Comptroller’s press release), including:

– What is the “Boardroom Accountability Project”?
– Why launch it this year?
– Why was the 3%/3-year threshold chosen?
– Have you heard from any companies that have received the 75 proposals – and if so, what sort of negotiating is going on?

CII’s Shareholder Proposal Roundtable

Interestingly, CII convened a shareholder proposal roundtable this summer to get investors and companies in the same room to see if they could reach common ground on their own (and published this 5-page summary about it). The roundtable consisted of about a dozen folks. Kudos for the effort!

There is probably no more difficult challenge than getting both “sides” to agree on changes to Rule 14a-8, borne out by the record number of comment letters when the SEC last reformed the rule in ’98. Over the years, I have attended similar types of meetings and they all got heated quickly. And if Corp Fin allows Whole Foods to exclude the 3%/3-year proxy access shareholder proposal because the company is proposing 9%/5-years – and these access counterproposals become a trend – I’m not sure you’ll get both sides in the same room ever again…

– Broc Romanek