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2007 Shareholder Advocacy Season
Corporate Governance (Executive Compensation)
RESOLVED, that shareholders of [company] urge the board of directors to adopt a policy that Company shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution…to ratify the compensation of the named executive officers (“NEOs”)…. The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO.
Abbott Laboratories—Primary Filer of Resolution—Company has not responded to this filing, thus should include it on the annual meeting agenda—last year’s vote was 40% for.
Clear Channel Communications—Primary Filer of Resolution—Company has not responded, thus should include it on the annual meeting agenda—last year’s vote was 50.0% for.
Valero Energy Corporation—Primary Filer of Resolution—The Corporate Secretary has refused to hold a dialog, this resolution will again go to a vote at the annual meetings of this resolution—last year’s vote was 53.0% for.
Merrill Lynch & Co., Inc.—Primary Filer of Resolution—We took over the role of primary filer this year, having been co-filer in the last two years. Company has not responded to this filing, thus should include it on the annual meeting agenda—last year’s vote was 45.6% for.
Wells Fargo & Co.—Co-Filer of Resolution—We co-filed a similar resolution last year with reasonably good results, and decided to keep up the pressure on this issue. Last year’s vote was 35.1% for.
GLBT Equal Employment Opportunity
Verizon—Primary Filer of Resolution—We filed for the first time a resolution asking for inclusion of gender identity in its written equal opportunity non-discrimination policy. The company already has sexual orientation in their policy.
Wal-Mart Stores—Primary Filer of Resolution—We also filed this gender identity resolution with Wal-Mart for the first time. Their current equal employment policy includes sexual orientation.
Family Dollar Stores—Co-filer of Resolution—We co-filed a resolution asking that the company include both sexual orientation and gender identity in its non-discrimination policy. Soon after receiving our filings, the company AGREED—this is the first success this season for one of our resolutions.
ExxonMobil—Co-filer of Resolution—Again this year we have co-filed a resolution with ExxonMobil. As in previous years, it asks for explicit inclusion of sexual orientation in its employment policies, and also asks for the first time for the same inclusion of gender identity. We are participating in dialog sessions with the company on this issue.
Issues Being Continued (details)
Corporate Governance (Separation of Chair and CEO)
Time Warner—Co-Filer of this Resolution—This is the third year we have joined in the filing of this resolution, which has received significant votes here and at other large corporations. Specifically, we are asking the company to establish a policy of separating the roles of Chair and Chief Executive Officer, so that an independent director who has not served as an executive officer of the Company serves as Chair of the Board of Directors. Previous year’s votes were in the 16% range. We are participating with other filing stockholders in dialog with company representatives about this request.
Equal Employment Opportunity (Diversity Report)
Home Depot—Co-Filer of Resolution—We joined a number of other institutional investors to keep concerted pressure on the Company to disclose more details of their EEO data in order to highlight their poor record in this area. Last year’s vote on this issue was 26% for.
Specific types of information we requested include:
- A chart identifying employees according to their gender and race in each of the nine major EEOC-defined job categories for the last three years, listing numbers or percentages in each category;
- A summary description of any affirmative action policies and programs to improve performance, including job categories where women and minorities are underutilized; and
- A description of any policies and programs oriented specifically toward increasing the number of managers who are qualified females or minorities.
Global Warming/Climate Change (Emissions Reduction Report)
Foundation Coal Holdings—Primary Filer of Resolution—We filed a resolution asking for the Company to prepare a report on how it is responding to rising regulatory, competitive, and public pressure to significantly reduce carbon dioxide and other emissions from the company's products and operations. We also ask that this report be reviewed by a Board committee of independent directors.
Legg Mason—Primary Filer of Resolution—We filed a resolution asking the Company to prepare a sustainability report describing strategies to address the environmental and social impact of their business, including strategies to address climate change.