The Shareholder ForumTM

Electronic Participation in Shareholder Meetings

Forum Home Page [see Broadridge note below]

"E-Meetings" Home Page

"E-Meetings" Program Reference


For a copy of the full survey report in the First Quarter 2012 issue of Directors & Boards, summarized below, click here.


Directors & Boards eBriefing, April 2012 article


Directors & Boards eBriefing

Volume 9, Number 4 • April 2012


Directors & Boards 2012 Proxy Survey

This Directors & Boards survey was conducted in February 2012 via the web, with an email invitation to participate. The invitation was emailed to the recipients of Directors & Boards’ monthly e-Briefing. A total of 248 usable surveys were completed. Complete results are available in the Q1 2012 edition of the magazine.

Current and impending rules will continue to dominate this year’s proxy high season, but perhaps because share prices are up and the markets are nearing or exceeding 2008 highs, companies are having success with their shareholders in implementing say on pay and say on frequency.

According to Directors & Boards' recent proxy expectations survey, of the 59% of respondents who said they had a Say on Pay vote in 2011, the vast majority (82.7%) saw approval votes of 80 percent or greater of shareholders. Say on Frequency of those votes was also on the top of the shareholder agenda last year.

Even with the strong passage of most Say on Pay votes, directors noted a variety of board responses to last year’s votes, including:

“We engaged compensation consultants, amended the CEO’s employment agreement, and adopted more pay-for-performance compensation” and “We have heightened our communication with shareholders on pay packages.”

Nearly 11% of respondents reported that their proposed slate of directors wasn’t re-elected in its entirety last year, with a similar number reporting that the entirety of the company’s shareholder proposals were also not okayed.

For 2012, Say on Pay and Say on Frequency will continue to be a driver of proxy initiatives, according to our respondents, but there is an expectation to see more measures related to political contributions and environmental and social issues. “We’re seeing vastly more labor influence,” one director noted. “ There are a lot of proposals regarding political (and other) contributions, including to non-profits (the Planned Parenthood effect). We’re also seeing a lot more pressure on legislatures to reverse Citizens United.”

The majority of respondents (81%) that their compensation plans don’t have red-flag elements like excise tax gross-ups, high levels of executive perks, perk gross-ups or single-trigger change of control provisions. That, the recovery of shareholder value through stock price gains, and the halo-effect of the Occupy Movement and this year’s political battles, may explain the increased expected proxy focus on non-pay issues.

Interestingly, nearly 27% of respondents indicated that they’ve begun to implement pending Dodd-Frank rules in advance of final rulemaking, with one director noting that “we are committed to best practices on our board, and want to be at the forefront of complying with Dodd-Frank.” The majority of respondents, however, are waiting for final rules before moving forward. “We don’t want to implement twice,” another director said.

And 56.3% of respondents note that their companies are more engaged in direct communication with institutional and large shareholders than they were three years ago, and nearly 39% indicate that their boards are engaged in direct communications with their largest shareholders. At the annual meeting, only 7.5% of respondents report that there are no opportunities for shareholders to address or interact with directors.

Copyright © 2012 Directors & Boards




This Forum program is open, free of charge, to anyone concerned with investor interests in the development of standards for conducting shareholder meetings with electronic participation. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The organization of this Forum program was encouraged by Walden Asset Management, and is proceeding with the invited leadership support of Broadridge Financial Solutions, Inc. and Intel Corporation to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.