One of the most influential shareholder activists has publicly identified its 2010 targets.
The American Federation of State, County and Municipal Employees, AFL-CIO (AFSCME) Employees Pension Plan said it has trained its cross-hairs on 33 companies with proposals that include old, familiar issues--creating independent board chairmen and holding a so-called Say on Pay vote. Other measures seek to end practices that surprisingly exist in the first place, especially in this new age of populism and anti wealthy people.
For example, the union refiled a proposal calling on Safeway to eliminate its so-called Golden Coffins, whereby some executives are paid after they die. I'm not kidding. The provisions commit companies to pay significant compensation after the death of a CEO. AFSCME's proposal asks companies not to provide golden coffin benefits if they are not available to other managers.
Sort of like when the teacher said if you are going to chew gum in school, just make sure you have enough for the rest of the class.
Another proposal seeks to rein in so-called Gross-ups, whereby the company agrees to cover executives' tax liability on perks and other benefits. Amazing, huh? AFSCME's proposal simply asks for a policy where executives are not provided any tax gross-up payments that are not available to other managers. The union refiled a proposal with CVS/Caremark, and filed first-time proposals at Alcoa and Regions Financial.
And people wonder why there is populist anger out there.
AFSCME also filed a number of more predictable proposals seeking to better align executive compensation with the long-term interests of the company.
For example, it filed a proposal that would place a portion of bonuses in escrow accounts to be paid in installments based upon sustained corporate performance, and adjusting the unpaid portion to account for performance during that period. This would rein in what the union calls Bonus Banking--Bonuses paid out for results that are based on short-term results, which it asserts can ultimately prove to be illusory. Proposals have been refiled at Charles Schwab and JPMorgan Chase, and first time proposals have been filed at Bank of America, Goldman Sachs, Wells Fargo and XTO Energy.
AFSCME also submitted proposals that ask companies require executives to retain a significant percentage of shares acquired through equity compensation programs for two years past their termination of employment. "Most corporations provide their executives with equity as part of compensation packages, but do not require their executives to hold on to any meaningful portion of this equity," it explains. Proposals have been refiled at Dow Chemical and Valero Energy, and first-time proposals have been filed at American Express, Capital One Financial, Eli Lilly and Mylan.
The union also filed proposals calling for an Independent Chair at Abercrombie & Fitch, Aetna, BB&T, Fifth Third Bancorp, IBM, Nabors and SunTrust. "The role of a board is to monitor management and the chair runs the board," the union explains. "But if the board is led by a chair who is also the CEO, then the CEO effectively becomes his or her own boss. Separating the chair and CEO positions avoids that fundamental conflict of interest."
It also resubmitted "Say on Pay" proposals at Allstate and Raytheon.
In what could become a new activist movement, AFSCME also submitted a resolution that proposes that shareholders who nominate candidates for fewer than half of the seats on the board and win be reimbursed for their expenses. It was apparently buoyed by HealthSouth's earlier announcement that it would reimburse shareholders whose nominated directors win election."In the absence of a final Securities and Exchange Commission proxy access rule, solicitation expense reimbursement lowers the cost barriers to entry for short slates contesting less than a majority of board seats in non-control elections," AFSCME notes. This proposal has been filed at Anadarko Petroleum, Citigroup, Dell, Hartford Financial Services Group, Omnicom Group and Pulte Homes.
This year, the high-profile gadfly will be operating without its high-profile leader. Richard Ferlauto, who is widely credited with leading the Proxy Access movement, earlier this year joined the SEC as Deputy Director for Policy in the Office of Investor Education and Advocacy. Ferlauto sees his mission changing from the fight for shareholder rights to the era of shareholder responsibility, citing the [anticipated] advent of proxy access, the end of broker votes and increased board disclosure requirements.