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corpgov.net

(2 posts)
5. Shareholder's Revolt
Mon Apr 23, 2012, 04:00 PM
Apr 2012

Yes, there are certainly difficulties in having employee voices heard. Management holds disproportionate shares, ESOPs and other vehicles are often structured so that management votes the shares. Reforms are sorely needed. However, employees, certainly if they organize, can make a real difference through their proposals and their votes. I don't understand here why Morgenson seems to say one employee group was recently the first to put up a proposal but later talks of more historical proposals from labor groups.

As I recall, the first proposal ever to get a majority vote was from the gadfly Gilbert brothers at Chock Full of Nuts. However, the second proposal, and I think it was the very next year long ago was from employees at either the Sante Fe railroad or Southern Pacific railroad. In older companies with multigenerational family employment, grandparent, parent, and grand children the block of stock owned by the employees and their families can be one of the largest blocks.

Mobilizing these folks through organizations like the United States Proxy Exchange (USPX or proxyexchange.org) and working closely with SRI, pension and other sympathetic funds can make a real difference. USPX has posted guidelines on how to vote say-on-pay proxy measures (takes about 60 seconds to figure out how to vote at any specific company). They also have developed model proxy proposals on proxy access (allowing shareowners to place their nominees on the proxy). It would be good to develop a model proxy access proposal that also does a better job of factoring in the voice of employees.

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