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The February 2012 paper "Shareholder Proposals: Trends from Recent Proxy Seasons (2007-2011)," the introductory page of which is copied below, was co-authored by Matteo Tonello, managing director of Corporate Leadership at The Conference Board and research associate Melissa Aguilar. To download the full 101 page paper with detailed data charts, click here.


The Conference Board, February 2012 paper


[First page]

Shareholder Proposals: Trends from Recent Proxy Seasons (2007-2011)

by Matteo Tonello and Melissa Aguilar

A comprehensive analysis of shareholder proposals introduced in the recent proxy seasons can assist corporate directors and officers preparing for annual general meetings. In addition to providing voting results, this study examines data on proposal volume, topics, and sponsorship from samples of Russell 3000 and S&P 500 companies. It inaugurates a collaboration between The Conference Board and FactSet.

In preparing for 2012 annual meetings, corporate counsel, corporate secretaries and governance officers, and board members (especially those serving on compensation or nominating committees) should evaluate necessary corporate actions in light of the 2011 voting results and the newly updated ISS proxy voting guidelines.

 To provide assistance with the first prong of their analysis, this study examines shareholder proposals submitted to business corporations registered with the U.S. Securities and Exchange Commission (SEC) that held their annual general shareholder meetings (AGMs) between January 1, 2011 and August 3, 2011 and, at the time of their AGM, were in the Russell 3000 Index. The Russell 3000 Index was chosen as it assesses the performance of the largest 3000 U.S. companies, representing approximately 98 percent of the investable U.S. equity market.

The study inaugurates a collaboration between The Conference Board and FactSet Research Systems Inc. (FactSet); unless specifically noted, the study aggregates and analyzes data compiled by FactSet and drawn from public disclosure. To access the underlying database, which is updated daily, and retrieve management and shareholder proposals, no-action letter requests, and voting results regarding individual companies, visit

Data reviewed in the report includes proposal volume, topics, and sponsorship; proponent types considered in the sponsorship analysis are described on p. 5 and reflect the categorization used by FactSet LionShares. The discussion of voting results is integrated with information on non-voted shareholder proposals—due to their withdrawal by sponsors, the decision by management to omit them from the voting ballot or other, undisclosed reasons. Omission figures indicate that the company was granted no-action relief from the staff of the SEC in connection with the exclusion of a shareholder proposal from its proxy materials, in reliance on Rule 14a-8 under the Securities Exchange Act of 1934. Since the SEC began publishing no-action letters on its website only for letters issued after October 1, 2007, aggregate data provided in this report for 2007 should not be used for comparative purposes.


[To download the full 101 page report, click here.]


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