Council of Institutional Investors
Cadre of Recidivist Firms Continues to Ignore Shareholder Votes
8/27/2015
Morgan Hrab
Thursday, August 27, 2015
by: Morgan Hrab

Section: CII Governance Alert




As shareholders begin to gear up for the 2016 proxy season, they might want to take stock of the Russell 3000 companies in the following table. Each has at least one of the following concerns:

  • Failure to implement reforms called for by a shareholder proposal that received majority support for at least two consecutive years including 2015
  • A board seat occupied by a director who received less than majority support for consecutive years including 2015
  • Say-on-pay proposals that failed to garner majority support for consecutive years including 2015

Company Recidivist Activity
Carriage Services Advisory vote on executive compensation failed to receive majority support for two consecutive years.
Cogent Communications Holdings Advisory vote on executive compensation failed to receive majority support for three consecutive years.
Healthcare Services Group Directors failed to receive majority support for two consecutive years: McCartney, McFadden, Briggs, McBryan, Moss, Frome, and Wahl. Directors failed to receive majority support for three consecutive years: Casey and Ottaviano.
Mack-Cali Realty Advisory vote on executive compensation failed to receive majority support for two consecutive years.
Masimo Advisory vote on executive compensation failed to receive majority support for two consecutive years.
Monster Worldwide Advisory vote on executive compensation failed to receive majority support for two consecutive years.
Nabors Industries Proposal requesting proxy access received majority support for three consecutive years and directors Yearwood and Linn failed to receive majority support for three and two consecutive years, respectively.
Netflix Proposals requesting simple majority vote and declassified board received majority support for three and four consecutive years, respectively.
Spectrum Pharmaceuticals Advisory vote on executive compensation failed to receive majority support for three consecutive years and director Krassner failed to receive majority support for two consecutive years.
TCF Financial Advisory vote on executive compensation failed to receive majority support for two consecutive years.
Texas Roadhouse Proposal requesting declassified board received majority support for three consecutive years.
Tutor Perini Advisory vote on executive compensation failed to receive majority support for five consecutive years.
Vornado Realty Trust Proposal requesting independent board chair received majority support for three consecutive years.
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