Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

During the week of May 17, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and five failed.  All required three percent ownership for three years and all were opposed by the company (except for Apache Corporation where the board supported the proposal).  Details are as follows (percentages are based on the total of votes cast for and against):

Alpha Natural Resources, Inc. –67% voted for (passed)

Apache Corporation  – 93% voted for (passed)

Boston Properties, Inc. – 54% voted against  (failed)

Chipotle Mexican Grill, Inc. – 65% voted against (failed)

Cloud Peak Energy Inc. – 71% voted for (passed)

Community Health Systems, Inc. – 50.2% voted against (failed)

FirstEnergy Corp. – 71% voted for (passed)

Kohl’s Corporation – 73% voted for (passed)

Level 3 Communications, Inc. – 56% voted against (failed)

Range Resources Corporation – 61% voted for (passed)

Westmoreland Coal Company – 64% voted against (failed)

Cloud Peak Energy Inc. also had a competing management proxy access proposal on the ballot which failed.  The proposal required ownership of 5% of the outstanding stock for three years.

Since April 19, 27 shareholder proxy access proposals have passed and 15 have failed.

Results by week are set forth in the following table:

Week Proposals Passed Proposals Failed
April 19 2 4
April 26 2 2
May 3 6 3
May 10 11 1
May 19 6 5


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