Council of Institutional Investors

Annual Meetings Follow Ups
Thursday, May 1, 2014
by: Rosemary Lally

Section: CII Governance Alert

Valero Energy--For the first time a proposal asking a company to put the brakes on accelerated vesting in changes of control has received majority support. The Amalgamated Bank’s LongView Fund’s proposal—which asked Valero Energy to adopt a policy that in the event of a change of control there will be no accelerated vesting of equity awards unless the compensation committee provides in a grant or purchase agreement that any unvested award will vest on a partial, pro-rata basis up to the time of termination—received majority support at the company’s May 1 annual meeting. “We’re hoping that accelerated vesting in these situations, like tax gross-ups, will go the way of the dodo bird,” said Scott Zdrazil, first VP and director of corporate governance for the Amalgamated Bank LongView Fund.

Domino’s Pizza—Thirty-one percent of Domino’s Pizza shareholders voted against the company’s compensation committee chair and nearly 25 percent voted against the company’s say on-pay proposal at the April 29 annual meeting. CtW Investment Group had urged shareholders to withhold their votes from the election of Andrew Balson and to vote against the company’s say-on-pay proposal. In a March 31 letter to shareowners, CtW argued that the company’s “excessive and poorly structured pay practices” must be reformed and its compensation disclosures and oversight strengthened.

Honeywell International—At Honeywell International’s April 28 annual meeting a proposal co-sponsored by John Chevedden and the Teamsters General Fund, which asked the company to adopt a policy that the chair of the board be an independent director, received the support of 49 percent of the votes cast. Last year a similar proposal received 48 percent of the votes cast.
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