May 20, 2004
Companies Ignore Majority Votes on Shareowner Resolutions
by William Baue
Some high-profile companies are taking advantage of the non-binding nature of shareowner
Proxy voting is beginning to look like the last presidential election in this country, where a
majority vote did not necessarily decide. Yesterday, 54 percent of voting Intel (ticker: INTC) shareowners
supported a resolution asking the company to expense stock options. Intel's response? No
expensing. Today, 68 percent of voting Gillette (G) shareowners supported a
resolution asking the company to repeal its classified (or "staggered") board elections in favor of
annual elections. Gillette's responded the same way it has to the majority votes of the last two
years (64 percent in 2003, 56 percent in 2002): no annual elections.
difficult for a board to disagree with a viewpoint held by a significant number of shareholders,"
said Eric Kraus, Gillette's vice president of communications. "However, it's the board's duty to
reach its own independent decision on what's in the best interest of the company."
issue of classified boards, they believe shareholder interests are best served by retaining the
staggered board structure," Mr. Kraus told SocialFunds.com.
In other words, Gillette
informed its investors that shareowner resolutions are akin to a suggestion box.
today's annual meeting, one shareholder asked, 'What's the purpose of having shareholders if you
don't listen to them?'" said Julie Tanner, corporate advocacy coordinator for Christian Brothers
Investment Services (CBIS), which filed
the resolution with fellow socially responsible investing (SRI) firm Walden Asset Management. "A Gillette representative
explained how resolutions are only recommendations made to the board."
"I think some of
the shareholders were surprised this is the case," Ms. Tanner told SocialFunds.com.
shareowners might also be surprised to know that their votes for or against directors, who are
nominated by the board, are token as well. Only one shareowner vote is required to confirm the
election of a director nominated by the board, even if all other shareowners "withhold" their
support (shareowners are not allowed to vote "against" a director candidate.) The US Securities
and Exchange Commission (SEC) is currently
considering a proposal to allow shareowners access to the proxy to nominate directors, but some
reports suggest that corporate pressure is prompting the Commission to water down the proposal.
Gillette is not the only company to ignore the majority will of shareowners on the issue
of annual board elections. In four out of the last five years, a majority of shareowners have
supported annual board elections at Raytheon (RTN) and Sears (S), where 77 percent and 68 percent
of voting shareowners supported the resolution this year, respectively.
is not the only company to ignore the majority will of shareowners on the issue of stock option
expensing. Wells Fargo (WFC--58 percent), Texas Instruments
percent), HP (HPQ--55 percent), and IBM (IBM--54 percent) all
ignored majority votes, as did Raytheon (65 percent).
"Intel has been one of the most, if
not the most, vocal opponent to expensing of options and the FASB," said Lynn Turner, former
chief accountant for the SEC and managing director of Glass Lewis, a proxy research firm. Mr. Turner refers to the
recent Exposure Draft released
by the Financial Accounting Standards Board (FASB), which sets financial reporting standards that are officially
recognized as authoritative by the SEC, requiring the expensing of stock options.
their investors have weighed in and told management they need to expense the value of the options
they grant," Mr. Lewis told SocialFunds.com. "Management's response indicates they are out of
touch with the owners of the business."
Bill Calder, an Intel spokesperson, begged to
"This was a close vote, and we think it shows that people remain evenly divided
on the issue, similar to last year, when [the resolution] was defeated with 47 percent of the
vote," Mr. Calder told SocialFunds.com. "It's always important to listen to stockholders, but it's
equally if not more important give stockholders an accurate representation of the true condition of
the company, which is what we're trying to do."
Intel joins other high tech companies in
claiming that it is impossible to assign an accurate expense on stock options, since it is unknown
what the stock price will be when the options are exercised. However, option expensing advocates
point out that current practice assigns a dollar value of zero to options, which is much more
inaccurate than generally accepted methods of estimating the expense of options.
also joins other high tech companies in adopting a "wait and see" approach.
"It would be
imprudent for us to try to make this change now, midyear, when the accounting regulatory body may
have a new rule that somehow comes out different than what we implement," said Mr. Calder.
Such uncertainty has not prevented the software giant Microsoft (MSFT) expensing options. Nor has
it prevented the 575 other companies, including 41 percent of the S&P 500 based on market
capitalization, from voluntarily expensing options, according to a April 29, 2004 report by Bear Stearns,
an investment banking and brokerage firm.