Why Proxy Season Matters

| Wed Jun. 14, 2006 3:53 PM EDT

Kevin Kelleher of CorpWatch has a great article about how activists are increasingly submitting shareholder resolutions during proxy season in order to demand accountability from large corporations. Coca-Cola alone was the target of three such resolutions this past fall: one to demand an investigation into the company's complicity with paramilitaries in Colombia; one to force the company to develop a plan for recycling; and one to clarify the environmental impact of Coke's water-extraction plants in India. All three resolutions failed, but that's not the point:

For shareholder activists, bringing a proxy to other shareholders is less about winning the vote: Most institutional investors don't vote or blindly go with the management's recommendation. And even if a resolution passes, it's not legally binding. What's more encouraging is when a proxy wins the attention and the approval of a large number of investors.

"More and more, shareholders are voting in favor of resolutions," says Schueth. "Five to seven years ago, we'd win 3 percent or 4 percent of the vote and we'd be thrilled. "But we're seeing an uptick every year, so that now they win maybe 15 percent to 20 percent of the vote. That's a lot of investors, and it's often enough to lead the management to change."Indeed, many corporations worry enough about the optics of these resolutions to try to reform themselves before the issue gets brought to the attention of investors. (Apple promised to offer free recycling to users discarding their old Macs in response to a threatened shareholder resolution by activists complaining about the company's ever-growing e-waste.)

This looks like a trend to follow closely, especially as public pension funds start getting into the game. The New York City Employees Retirement System, for instance, sponsored the paramilitary resolution submitted to Coca-Cola shareholders. It's possible that with conservatives controlling the majority of statehouses across the country and likely to hold onto at least one branch of Congress this fall, the main impetus for progressive reform in this country could increasingly come from the treasurers, comptrollers, and pension-fund trustees that help manage large blue-state public funds such as CalPERS in California. (The potential for state pension funds to throw their weight around is staggering—nationwide, public funds hold $2.7 trillion in stocks and union-managed funds another $400 billion.)

California Treasurer Phil Angelides, the current Democratic candidate for governor, was big on a variation of this strategy while sitting on the boards of both CalPERS and CalSTRS (the teachers' pension fund). As William Greider reported last year, he helped initiate a host of activist moves: "dumping tobacco stocks, blacklisting ten 'emerging markets' that ignore international labor standards, redeploying capital to neglected sectors like inner-city redevelopment and innovative environmental technologies, and, above all, peppering scores of corporations, banks, brokerages, financial markets and federal regulators with critiques and demands for change." The strategy was slowed somewhat when Schwarzenegger helped force out Andrew Harrigan, the labor-backed CalPERS board president, in 2004, but it was quite effective.

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