Proxy Paper Samples

The following Proxy Paper sample reports demonstrate our expertise across multiple markets in the areas of board governance, executive compensation, mergers and acquisitions, contested meetings and shareholder proposals.

United States

Apple Inc. (NASDAQ: AAPL)

March 10, 2015 Annual Meeting

Apple Inc. approached its 2015 annual meeting  date under less pressure from activist investor Carl Icahn than in prior years. Mr. Icahn’s continued attempts to publicly nudge management and the board into reducing its eye-watering cash reserves were not accompanied by a shareholder proposal at the 2015 annual meeting unlike in 2014, though Mr. Icahn ultimately withdrew his 2014 proposal prior to the annual meeting. Investors were likely to have fewer complaints, given the Company’s good financial performance leading up to the 2015 annual meeting. Perhaps most intriguing was the shareholders’ vote on proxy access, a governance mechanism traditionally requested by shareholders at companies with a more checkered governance record.

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Bank of America Corporation (NYSE: BAC)

September 22, 2015 Special Meeting
In the immediate wake of the 2008 financial crisis, Bank of America’s investors approved a binding shareholder proposal requiring that the chairman of the board be an independent director under NYSE standards. The board’s decision in October of 2014 to recombine the roles under CEO Brian Moynihan, and a unilateral bylaw amendment walking back the previously-adopted leadership structure, provoked an outcry from numerous investors. While the Company attempted to limit the backlash just days before its 2015 annual meeting by stating that it would provide shareholders a chance to ratify the 2014 amendment, the move did not stop roughly 30% of shareholders from voting against members of the Companys’ corporate governance committee. In response, the Company held a special meeting giving shareholders will have a chance to review and ratify the amendment.

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Goldman Sachs Group Inc. (NYSE: GS)

May 21, 2015 Annual Meeting

The top executives at Goldman Sachs have been generously compensated in recent years under a broadly discretionary compensation program that has maintained fairly strong, but diminishing, levels of shareholder support. In advance of its 2015 meeting, the financial giant committed to a wide range of structural changes to its incentive programs in response to consistent shareholder feedback, and in doing so, addressed a variety of outstanding Glass Lewis concerns while providing clarity to what was previously a largely subjective and opaque incentive structure. Despite a number of years of deficient pay-for-performance grades, Glass Lewis considered the compensation-related changes compelling enough to recommend that shareholders support the 2015 say-on-pay proposal, and Goldman Sachs’ shareholders seemed similarly receptive—at the meeting, the company received a 14 percentage point boost in support for its compensation program and overall nearly 98% of voted shares supported the proposal.

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Sprint Nextel Corporation (NYSE: S)

June 25, 2013 Merger

In October 2012, Sprint Nextel Corp. agreed to be acquired by SoftBank Corp. (“SoftBank”) in a deal valued at approximately $19billion. Under the initial agreement, each outstanding share of Sprint Series 1 common stock stood to receive consideration comprised of New Sprint shares and cash valued at approximately $6.29 per share. Underpinning the pursuit of Sprint was its 49 percent interest in Clearwire Corp. When rumors circulated in October 2012 that SoftBank sought to engage in a major strategic transaction with Sprint, Clearwire’s shares closed up 70 percent. On Oct. 15, 2012, Sprint and SoftBank jointly announced the execution of the current merger agreement. In December 2012, Sprint announced it agreed to acquire the remaining equity interests of Clearwire it did not already hold at a price of $2.97 per Clearwire share. Then, in January 2013, DISH Network Corp. (“DISH”) emerged with a counter-bid for Clearwire valued at $3.30 per Clearwire share. Then, in April 2013, DISH targeted Sprint directly, offering to acquire DISH in a deal valued at $7.00 per Sprint share. In June 2013, Sprint and SoftBank executed an amended agreement that values the entire issued share capital of Sprint at approximately $20.9 billion, or approximately $6.91 per share, a 10 percent increase in value.

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Australia

Australia and New Zealand Banking Group Limited (ASX: ANZ)

December 17, 2015 Annual Meeting

At ANZ’s 2015 annual meeting, Australasian Centre for Corporate Responsibility (ACCR) sought to amend ANZ’s constitution to allow shareholders to submit non-binding proposals at company shareholder meetings as a special resolution. To submit a shareholder proposal in Australia, shareholders must own either 5% of voting shares or the proposal must be submitted by a group of 100 shareholders entitled to vote. Although shareholders may submit ordinary resolutions, companies are only required to put forward binding (or special) resolutions and are allowed to exclude precatory (non-binding or ordinary) resolutions if it is determined that they request the board act in a certain manner.

Glass Lewis hosted Proxy Talk conference calls with representatives from ACCR and ANZ on December 2 and December 7, 2015, respectively (reviews can be found here and here). A total of 10% of votes cast were in favor of the resolution, and as such, the resolution failed to pass.

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Canada

Barrick Gold Corp. (TSX: ABX)

April 30, 2014 Annual Meeting

Barrick Gold Corp. found itself in a defensive position going into the 2014 proxy season after shareholders overwhelmingly rejected its say-on-pay vote at the 2013 annual meeting. A mere 15 percent of shareholders supported the 2012 compensation program, which included a doubling of founder and chairman Peter Munk’s salary and a total compensation grant of $17 million to newly appointed co-chairman John Thornton. Following such adverse investor reaction to its compensation decisions, Barrick engaged extensively with shareholders in order to allay their concerns as it prepared for its 2014 annual meeting. At the same time, Barrick experienced significant board turnover when four of its long-serving directors resigned and were replaced with new nominees at the meeting. To top things off, Mr. Munk announced that he would be retiring as co-chairman of the board after leading the company since its inception.

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United Kingdom

BP PLC (LON: BP)

April 16, 2015 Annual Meeting

While strategic and environmental concerns remained prominent features of BP’s 2015 annual meeting, the continued slump in oil prices combined with a generally challenging operational environment ensured a particularly sharp focus on the remuneration package of CEO Bob Dudley. At the time of report’s publication, Mr. Dudley’s pay remained amongst the highest of any CEO at a London-listed company, with shareholders being asked to approve a package that topped $15 million in realised pay for fiscal year 2014, including a bonus payout at 73% of maximum, despite below-target performance in six of the nine metrics employed under the bonus plan. Some shareholders also cited concern at the complexity of remuneration arrangements at the Company, which included the provision of matching shares on bonus awards, a practice that has now largely ceased at UK companies.

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Japan

Mitsubishi Heavy Industries Limited (TSE: 7011)

June 26, 2015 Annual Meeting

In Japan, the 2015 Companies Act introduced a new board structure for public companies (one-tier board with one committee) in addition to the existing two-tier board and one-tier board with three committees. In 2015 more than 150 companies adopted the new board structure, including Mitsubishi Heavy Industries Limited. The report includes more detailed information regarding the new board structure and new regulations.

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Brazil

Petroleo Brasileiro SA (BOVESPA: PETR3)

April 2, 2014  Annual Meeting

Brazil’s state-owned oil and gas enterprise Petroleo Brasileiro SA (“Petrobras”) has been the subject of much attention surrounding minority shareholder representation on public boards—an issue heightened by the company’s position as a talking point in the lead-up to Brazil’s presidential runoff. In 2013, Petrobras backed and publicly disclosed minority and preferred shareholder-nominated candidates in advance of the annual meeting, a first for a Brazilian issuer. In 2014, the company again provided investors with the means to make an informed decision about the election of minority and preferred board representatives. The investor activism that resulted in this increased shareholder agency may serve as a case study for institutional investors hoping to improve minority shareholder representation on other boards in Brazil.

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Korea

Samsung Electronics Co., Ltd (KRX: 005930)

March 13, 2015 Annual Meeting

Shareholders were unable to review the audited accounts before exercising their voting rights due to a lag between the meeting notification period and the release of audited financial statements. As a result of the later release of financial statements, Samsung’s audit firm was not able to express an opinion regarding Samsung’s financial statements for 2015 in time for shareholder consideration prior to the 2015 AGM. In addition, the board lacks sufficient independent members and includes a director who is an attorney for Kim & Chang LLC, which has maintained close relations with Samsung Group for years, including representing Samsung C&T in its 2015 US$8 billion merger with Cheil Industries

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Taiwan

Sanyang Industry Co., Ltd. (Taiwan Stock Exchange: 2206)

June 18, 2014 Contest

The contested election of directors at Sanyang Industry Co., Ltd. involved 15 nominees competing to fill 12 director and supervisor positions. The dissident group aimed to leverage its increasing shareholdings against the declining interests of the founding Huang family, who had lost significant shares after pledging them during the Asian financial crisis. The dissident group applied to have three shareholder proposals added to the annual meeting agenda, two of which proposed to initiate lawsuits against Chairman Huang Youmei for financial improprieties. These proposals provided unique insight into the rancor underlying the contested election and served as the main source of information regarding the dissident group’s motives. The board ultimately declined to add these items to the meeting agenda and fired back in the chairman’s letter to shareholders, characterizing the dissidents as speculators and opportunists with little understanding Sanyang’s core business. The chairman also took the unusual step of recommending that shareholders oppose releasing directors and supervisors from non-compete restrictions in order to ensure that Sanyang received their undivided attention and loyalty.

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Israel

Teva Pharmaceutical Industries Ltd. (Tel-Aviv: TEVA)

July 30, 2014 Annual Meeting

Teva Pharmaceutical Industries Ltd.’s 2014 annual meeting was rocked by an unprecedented “Vote No” campaign from two individual dissident shareholders who described themselves as unintentional activists. The dissidents successfully encouraged other shareholders to oppose the re-election of a director nominee and the approval of a directors’ and officers’ liability insurance policy. The core arguments centered on the lack of directors with global pharmaceutical experience and the board’s failure to respond to concerns about anti-takeover provisions in the company’s articles of association, including the classified board structure and 85 percent supermajority voting requirements to approve certain transactions. While the proposals were still approved, the level of dissent registered by shareholders at the meeting showed that Teva failed to adequately anticipate shareholder concerns.

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