What to do With Proxies That You Get in the Mail

Proxy season may be winding down, but next year's voting season will be here sooner than you realize. If you're at all interested in influencing corporate governance, then learn the ins and outs of proxy voting before your company's meeting or before next year's ballots arrive in the spring.

For small-time owners of common stock in companies, it can be easy to discount the importance of participating in corporate governance. Why should management at Exxon Mobil Corp. care about the votes from a shareholder with a measly 100 shares, for instance? But adding your voice to those of other shareholders, big and small, can get attention and influence the decisions of the board of directors, the management and the social and environmental direction of the company.

What is a Proxy? Why Do You Vote It?

Before the annual shareholder meeting, packets of information containing the proxy statement are sent to all shareholders. The proxy statement contains information about the topics to be covered at the annual meeting, including nominations for the board of directors and the pay packages of the top five executives. There are also proposals from management as well as shareholder proposals.

Also included in the mailing is background information on the issues.

The shareholder then fills out the proxy ballot, also known as a voting instruction form, and sends it back.

Alternatively, shareholders can vote by phone or over the Internet.

The various issues up for a vote every year receive different treatment from management. For instance, while the votes for directors on the board are binding, the say on pay vote and those on shareholder resolutions are considered advisory.

For the advisory votes, "there's nothing legally binding where the company has to make a change. But even if there are just 20% of shareholders who voted in favor of a certain initiative, that's a lot. When a portion of your shareholders get together in support of an issue, that warrants discussion at least," says Jessica Clarke, advocate relationship manager at Moxy Vote, a proxy voting research firm.

Shareholder Initiatives

Anyone who owns $2,000 worth of a company's stock for one year can submit shareholder resolutions to be voted on at the shareholder meeting. Shareholder initiatives span many different environmental, social or governance issues.

"It really is the primary means by which shareholders can influence a company's operations and ESG responsibilities and practices," says Alya Kayal, director of policy and programs at US SIF: The Forum for Sustainable and Responsible Investment.

ESG stands for environmental, social and governance.

For instance, in 2011, the shareholder advocacy group As You Sow introduced a shareholder proposal that McDonald's Corp. "consider strong environmental policies for its beverage containers," according to the group's website. After a very strong vote with 29.3% of shareholders voting for the proposal, McDonald's launched a test program in some stores, substituting paper for foam cups.

With action from the company underway, the group withdrew the proposal for the 2012 proxy statement.

Shareholder resolutions don't typically garner majority votes. The biggest stakeholders in publically traded companies are generally institutions such as pension funds or mutual funds, and they typically vote with company management. But just getting some votes, 3% the first year, is enough to re-file the resolution the following year. In the second year, shareholder proposals must get 6% to be re-filed the next year and in the following year must get 10%.

"There's the myth that if people don't vote with management, they should just sell the stock. It's like saying, if you drive through town and think there needs to be a stop sign at an intersection, you should move to another community," says James McRitchie, a shareholder rights advocate and publisher of CorpGov.net, a corporate governance portal and blog.

"There are a lot of companies that do great things, but they need improvement here and there," he says.

Unfortunately, not even half of outstanding shares held by retail investors are actually voted, according to Broadridge Financial Solutions, a provider of investor communications and proxy processing services.

In the fiscal year 2011, which ended June 30, just 29% of shares held by retail investors were voted, according to research by Broadridge.

Does it Even Matter?

Sometimes corporations may not like what their shareholders have to say, and they may not want to be caught off guard. In 2012, Citigroup Inc. shareholders roundly rejected the proposed executive pay packages, which came as a surprise.

"Obviously if you propose something as management and shareholders vote it down, it's dramatic and significant. And you can't ignore it. You'd be rather foolish to ignore the message your share owners are sending you," says Timothy Smith, director of ESG share owner engagement at Walden Asset Management in Boston.

"Exxon Mobil, for example, had a pretty large 'no' vote last year (on pay packages). This year they had a webinar (and gave a presentation) on their pay package and its merits. A company like Exxon Mobil isn't going to do that if they don't care about what the vote is," he says.

Similarly, corporate management types take shareholder initiatives seriously. They may not always be interested in instituting the changes, but "companies are definitely willing to sit down and discuss it -- especially with their larger institutional clients," Clarke says.

Usually if shareholder resolutions collect 10% or 20% of votes in favor, it's enough to be addressed by the company management.

On the other hand, sometimes shareholder resolutions don't even make it to a vote.

"The more dramatic example is when shareholders sponsor a resolution and a company says either, 'I think this is going to pass' or 'I don't want to have this debated at the shareholders meeting.' Or maybe, 'We agree with most of the issues.' Then management would say, 'We're willing to make a proposal for change if you withdraw the resolution,'" says Smith.

"And the specter or the possibility of an actual vote at the shareholder meeting prompts change," he says.

Why Proxy Voting Matters

Like most investment mailings, proxy voting materials tend to be complex and a little esoteric. In most cases, the nominations for the board of directors are not particularly well-known people, and the other issues up for a vote can also require some research.

"It's not something you would take on vacation to read. Nevertheless, it is an important document to go through. There are organizations that can assist you," Kayal says.

Investors can learn about the issues at a couple of different websites and see how advocacy groups, mutual funds or pension funds have voted. Both Moxyvote.com and Proxydemocracy.com give retail investors some context in which to evaluate their proxy statements, which might make it a little harder to toss and forget about.

Mutual fund investors can find out how their funds voted by going to the fund family's website and looking for their proxy voting guidelines. If you disagree with their voting policies, "then you can write to them and discuss how they should be changed," McRitchie says.

"Where you would have more clout, if you have a 401(k) plan or if you're a public employee, then you can go to your employer and say, 'Hey, I noticed that this fund is voting this way -- can we ask them to change?'" he says.

If a few other employees make the same request, it can start to make a difference because institutional investors don't want to lose business.

As shareholders of common stock in publicly traded companies, investors have a right and a responsibility to pay attention to how the company is run and suggest ways it could be better. That can lead to better returns for everyone.