Excellent article from ISS representatives on Proxy Access provisions that may be lightning rods for 2017 shareholder proposals.  However, the recent results at H&R Block, where almost 70% of the shares voted against the shareholder proposal will be discouraging to governance activists.  The shareholder proposal sought to remove or impose the following provisions:

  1. The number of shareholder-nominated candidates eligible to appear in proxy materials should be one quarter of the directors then serving or two, whichever is greater.
  2. Loaned securities should be counted toward the ownership threshold if the nominating shareholder or group represents that it has the legal right to recall those securities for voting purposes, will vote the securities at the annual meeting, and will hold those securities through the date of that meeting.
  3. There should be no limitations on the number of shareholders that can aggregate their shares to achieve the required 3% ownership to be an “Eligible Shareholder.”
  4. There should be no limitation on the renomination of shareholder nominees based on the number or percentage of votes received in any election.

Read Article at Harvard Law School Forum on Corporate Governance and Financial Regulation.