Annual meeting season is here, and some shareholder dissent is in the air.
Investors have put forward proposals to be voted on by shareholders at several local companies' annual meetings, reflecting a national trend toward more shareholder activism.
The first came yesterday, when shareholders of Richmond-based Chesapeake Corp. approved a proposal by an investor to have the specialty packaging company elect all its directors annually, rather than for staggered terms. About 85 percent of the votes cast were in favor of the proposal, despite company opposition.
Another shareholder proposal, to establish a pay-for-superior-performance standard, got shot down, with only about 25 percent of the votes cast. The board also opposed that measure.
Shareholder proposals at major local employer Wachovia Corp. were rejected at its annual meeting this week.
The scrapping continues today when Media General Inc., owner of the Richmond-Times Dispatch, holds its annual meeting. A shareholder vote will determine the outcome of a proxy battle over three seats on the company's nine-member board. One of the company's largest shareholders, a hedge fund, has nominated its own candidates for the three director seats. The company has urged shareholders to back its incumbent directors.
Nationwide this year, shareholders so far have offered about 1,106 proposals for company meetings this year, not including proxy battles over board seats, according to advisory firm RiskMetrics. For all of last year, shareholders offered 1,164 proposals.
"I think it is a continuation of a trend over the last few years that has never really subsided since Enron," said Carol Bowie, head of RiskMetrics Group's Governance Institute. "And certainly if there was any possibility it would subside this year, that was obliterated by the mortgage crisis."
About 50 proxy fights to gain board seats were announced during the first quarter, compared with 40 and 32 in the first quarters of 2007 and 2006, respectively, according to FactSet Research Systems Inc., a firm that tracks shareholder activist campaigns.
"Poor results produce dissatisfaction; dissatisfaction produces shareholder resolutions," said Charles Elson, director of the University of Delaware's Weinberg Center for Corporate Governance.
But shareholder discontent isn't just a symptom of a troubled economy, said Amy Borrus, deputy director for the Council of Institutional Investors, whose members include 140 corporate, public and union pension funds. It's also about demand for greater transparency and accountability.
"Shareholder activism and shareholder proposals have been increasing steadily for the past several years," Borrus said.
For example, the organization has taken a stand for what it believes are better corporate governance policies, including pushing to change the practice of staggered elections of directors. Some companies have used staggered elections to help prevent takeovers and maintain stability in board membership. "The council and our members believe that classified boards impede the accountability of the board to its [shareholders]," Borrus said.
Bowie said RiskMetrics has identified 93 shareholder proposals so far this year to de-stagger corporate boards, compared with 63 last year and 91 in 2006.
Here are the upcoming annual meetings from Richmond-based companies and the largest employers based outside the area:

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