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News < Back Sarbanes Oxley : Governance 2004 ANNUAL MEETING SEASON AMONG THE MOST CONTENTIOUS EVER Proxy expert Georgeson Shareholder Communications publishes findings in its 17th Annual Corporate Governance Review
Exempt solicitations are becoming a greater factor in proxy voting, and in its 2004 report Georgeson Shareholder for the first time reports data on withhold, just-vote-no and just-vote-yes. The company reports that votes of at least 15% were withheld from 468 directors at 258 companies in the S&P 1500 that held meetings in the first seven months of 2004. In addition, eleven companies were the subject of exempt solicitations initiated by beneficial owners holding securities valuing more than $5 million. These and other corporate governance findings and proxy trends are highlighted in the newest release of the 2004 Annual Corporate Governance Review, Georgeson Shareholder?s highly regarded definitive survey of shareholder activity. Georgeson Shareholder, the leading authority in proxy services publishes the guide each year for corporations and shareholders, as well as their counsel, as they gear up for the next proxy season. Additional key findings from the 2004 report include: Governance proposals that came to a vote were down only 3% in 2004, potentially due to a higher level of withdrawals and omissions, with a total of 414 proposals in 2004 compared to 427 in 2003. Although ?full-blown? proxy contests declined somewhat in 2004 compared with 2003, ?hostile? campaigns and counter-solicitations increased. Executive compensation proposals declined by 13% in 2004. Despite the decline, executive compensation will continue to be a common governance issue. Percentage of proposals withdrawn rose in 2004. The withdrawals were attributed to legal or regulatory action, negotiations between the parties, and capitulation by one side. Looking forward to the 2005 annual meeting season, the report suggests that activist shareholders will continue to increase their use of tactics, such as exempt solicitations, that proved effective in 2004. Moreover, the SEC?s proposed Rule 14a-11, if implemented in 2005, will provide shareholders a method to add their nominees for director to company proxy statements, further accelerating activists? use of exempt solicitations. ?We have been tracking information on governance and proxy season activity since 1987,? said William M. Crane, President of Georgeson Shareholder Communications and head of the firm?s proxy solicitation group. ?This history enables us to provide critical information and insight into emerging corporate governance trends that will impact corporations across America.? Founded in 1935, Georgeson Shareholder is the world?s oldest and most highly regarded financial relations and investor relations firm. Georgeson Shareholder provides expert services to more than 3,500 corporations and mutual funds worldwide, including proxy solicitation, tender and exchange offers, stock option plan and M&A advisory services, IRtrack? investor intelligence and surveillance, corporate governance, PostMerger CleanUpSM unexchanged holder services, small shareholder oddlot programs, employee plan services, information agent, broker/dealer services, reorganization services, financial printing/mailing and shareholder relations/call center solutions. Georgeson Shareholder has been a member of the Computershare group of companies since 2003. For more information, visit the Georgeson Shareholder Web site at www.georgesonshareholder.com 
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