Why your proxy vote matters in proxy season

Unwelcome news to management

Sometimes corporations may not like what their shareholders have to say, and they may not want to be caught off guard. In 2012, Citigroup shareholders roundly rejected the proposed executive pay packages, which came as a surprise.

In 2014, two proxy advisory firms suggested that shareholders vote against Citigroup pay packages. The recommendations were based on the rejection of Citigroup's capital plans by the Federal Reserve, The Wall Street Journal reported in April . Nonetheless, shareholders voted to support the executive pay plan in the April 22 annual meeting, Reuters reported.

"Obviously if you propose something as management and shareholders vote it down, it's dramatic and significant. And you can't ignore it. You'd be rather foolish to ignore the message your share owners are sending you," says Timothy Smith, director of ESG shareowner engagement at Walden Asset Management in Boston.

Similarly, corporate management types take shareholder initiatives seriously. They may not always be interested in instituting the changes, but "companies are definitely willing to sit down and discuss it -- especially with their larger institutional clients," Clarke says.

Usually if shareholder resolutions collect 10 percent or 20 percent of votes in favor, it's enough to be addressed by the company management.

Best option: Everybody agrees

On the other hand, sometimes shareholder resolutions don't even make it to a vote.

"The more dramatic example is when shareholders sponsor a resolution and a company says either, 'I think this is going to pass' or 'I don't want to have this debated at the shareholders meeting.' Or maybe, 'We agree with most of the issues.' Then management would say, 'We're willing to make a proposal for change if you withdraw the resolution,'" says Smith.

"And the specter or the possibility of an actual vote at the shareholder meeting prompts change," he says.

For instance, in 2014, As You Sow, with Arjuna Capital, submitted a shareholder resolution to Exxon Mobil requesting a report on the risks climate change poses to the company. Exxon agreed to publish a Carbon Asset Risk report and the shareholder resolution was withdrawn without being voted on by shareholders.

" The report will provide investors with greater transparency into how Exxon Mobil is planning for a future where market forces and climate regulation make at least some portion of its carbon reserves unburnable," according to the press release on the As You Sow website.

Why proxy voting matters

Like most investment mailings, proxy voting materials tend to be complex and a little esoteric. In most cases, the nominations for the board of directors are not particularly well-known people, and the other issues up for a vote can also require some research.

"It's not something you would take on vacation to read," Kayal says. "Nevertheless, it is an important document to go through. There are organizations that can assist you."

Investors can go online to learn about the issues and see how advocacy groups, mutual funds or pension funds have voted. The website gives retail investors some context in which to evaluate their proxy statements, which might make it a little harder to toss and forget about. follows sustainability-related shareholder resolutions, and the website for As You Sow lists the resolutions the group filed for the year.

Mutual fund investors can find out how their funds voted by going to the fund family's website and looking for their proxy voting guidelines. If you disagree with their voting policies, "then you can write to them and discuss how they should be changed," McRitchie says.

"Where you would have more clout, if you have a 401(k) plan or if you're a public employee, then you can go to your employer and say, 'Hey, I noticed that this fund is voting this way -- can we ask them to change?'" he says.

If a few other employees make the same request, it can start to make a difference because institutional investors don't want to lose business.

As shareholders of common stock in publicly traded companies, investors have a right and a responsibility to pay attention to how the company is run and suggest ways it could be better. That can lead to better returns for everyone.


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