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

During the week of May 24, 2015, 8-Ks were filed that disclosed three shareholder sponsored proxy access proposals passed and five failed.  All required three percent ownership for three years and all were opposed by the company.  Details are as follows (percentages are based on the total of votes cast for and against):

AvalonBay Communities, Inc. – 65% voted for (passed)

Expeditors International of Washington, Inc. – 65% voted against (failed)

Hasbro, Inc. – 69% voted for (passed)

McDonalds Corporation – 62% voted for (passed)

Pioneer Natural Resources Company – 51% voted against (failed)

SBA Communications Corporation – 54% voted against (failed)

Southern Company – 54% voted against (failed)

United-Guardian, Inc. – 88% voted against (failed)

Expeditors International also had a competing board sponsored advisory proxy access proposal on the ballot which passed.  The proposal required holding a “net long” position of at least 3% of Expeditors’ outstanding shares continuously for at least three years, to use the Company’s proxy statement to nominate director candidates constituting up to 20% of the Board of Directors, subject to and in accordance with such specific terms, conditions, qualifications and protections as the Board of Directors may in its business judgment determine to be in the best interests of Expeditors and the shareholders.

In addition, SBA Communications had a competing board sponsored advisory proxy access proposal on the ballot which passed.  The proposal required a three year holding period, a “net long” ownership threshold of 5% by a group not exceeding 10 persons, a 20% cap and disclosure of intent on continued ownership.

Since April 19, 30 shareholder proxy access proposals have passed and 20 have failed.  Included in these totals are:

  • Three shareholder proposals which passed that were either supported by the company or the company remained neutral.
  • Four shareholder meetings which had a board sponsored proxy access proposal as well, three of which passed with the shareholder proposal failing.

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
May 24 3 5


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