Noyes Foundation: Shareholder Activism

2008

Proxy Voting – 302 Companies
- 288 companies – voted on nominees for board of director
  - 172 companies (60%) - voted for board of director nominees
  - 116 companies (40%) - withheld votes for board of director nominees due to the absence of women on their boards
- 14 companies – votes on resolutions only, no votes on board nominees
- Votes on resolutions: 41 resolutions at 37 companies
  1. Alaska Air Group – shareholder resolutions
    - for – say on pay
    - for – permitting cumulative voting for directors
    - for – shareholder rights poison pill
  2. Arbor Realty Trust – shareholder resolution
    - for – declassification of board
  3. Cal-Maine Food Foods – shareholder resolution
    - for – encouraging company to eliminate use of battery cages for hens
  4. Cathay General Bancorp – shareholder resolution
    - for – declassification of board
  5. Delta Airlines – company resolution
    - for - merger
  6. DPL Inc.- shareholder resolution
    - against – dissolve non-utility components
  7. East West Bancorp – company resolution
    - for – declassification of board
  8. Empire District Electric Company – company resolution
    - for – nonbinding resolution on declassification of board
  9. Enpro Industries – company resolution
    - against – classification of the board
  10. First Community Bancorp – company resolution
    - for – reincorporation from California to Delaware
  11. FirstMerit Corporation – company resolution
    - for – bylaw amendment for economic stabilization funds
  12. Foundation Coal Holdings – shareholder resolution
    - for – requiring report on efforts to address climate change
  13. Frontier Financial Corporation – shareholder resolution
    - for – declassification of board
  14. Gemstar-TV Guide International – company resolution
    - for - merger
  15. Gramercy Capital Corporation – company resolution
    - for - merger
  16. Grey Wolf, Inc.- company resolution
    - for - merger
  17. HCC Insurance Holdings – shareholder resolution
    - for – adopt policies on sexual orientation and gender identity
    - for – majority vote of shareholders
  18. Home Bancshares, Incorporated – company resolution
    - for – bylaw amendment for economic stabilization funds
  19. Lear Corporation – shareholder resolution
    - for – majority vote of shareholders
  20. Magellan Health Services – shareholder resolution
    - for – declassification of the board
    - for – adoption of global human rights standards
  21. Meadowbrook Insurance Group – company resolution
    - for - merger
  22. Mueller Industries – shareholder resolution
    - for – board inclusiveness
  23. National Penn Bancshares – shareholder resolution
    - for – declassification of the board
  24. Nelnet, Inc. – shareholder resolution
    - abstain – changing dual classes of stock to one class
  25. Rackable Systems – shareholder resolution
    - for – say on pay
  26. Ralcorp Holdings – company resolution
    - for - merger
  27. R.H. Donnelley Corporation – company resolution
    - for – declassification of board
  28. Ruddick Corporation – company resolution
    - for – declassification of board
  29. Sanmina-Sci Corporation – company resolution
    - for – reverse stock split
  30. South Financial Group – shareholder resolution
    - for – non-binding shareholder vote to ratify executive compensation
  31. South Jersey Industries – shareholder resolution
    - for – declassification of board
  32. Standard Pacific Corporation – shareholder resolution
    - for – stock conversion
  33. Tech Data Corporation – shareholder resolution
    - for – say on pay
  34. 3Com Corporation – company resolution
    - for – issuance of stock for a merger
  35. United Bancshares – company resolution
    - for – bylaw amendment for economic stabilization funds
  36. Wesbanco – shareholder resolution
    - against – to sell the company
  37. Wilshire Bancorp – shareholder resolution
    - for – declassification of board
Sign-on letters: None
Company Dialogues: None
Filings with the U.S. Securities and Exchange Commission: None

2007

PROXY VOTING – 268 Companies
- 255 companies – voted on nominees for board of director
  168 companies (66%) - voted for board of director nominees
  87 companies (34%) – 86 withheld votes for board of director nominees due to the absence of women on their boards & 1 withheld due to governance issues
- 13 companies – no votes on board of director nominees
  7 votes on mergers – six in favor and one against (merger of Smithfield Foods and Premium Standard Farms)
  3 votes in favor of corporate changes
  3 votes in favor of authorizing additional common stock
- Votes on shareholder resolutions: 21 companies – 37 shareholder resolutions
  Bank of New York
  for – electing directors by majority vote
  for – permitting cumulative voting for directors
  for – regulating executive compensation
  
  Blockbuster
  for – executive officer compensation disclosure
  for – conversion of stock – one for one voting
  
  Borders
  for – permitting special meetings called by shareholders
  for – separating roles of CEO and chairperson
  
  Borgwarner
  for – electing directors by majority vote
  
  Canadian National
  for – link executive compensation to environmental, social and governmental standards
  for – safety audit on policies, procedures and technical practices
  
  Citigroup
  for – disclosure of prior government service
  for – report on political contributions
  against – report on charitable contributions
  for – advisory resolution to ratify executive compensation
  against – CEO pay no more than 100 times average worldwide compensation
  for – chairperson having no management duties or responsibilities
  for – stock options for executives have 5 year sales restriction
  for – permitting cumulative voting for directors
  for – permitting special meetings called by shareholders
  
  Cumulus
  for – declassification of board
  
  Danaher
  for – senior executives retaining a significant percentage of shares
  
  Hercules
  for – declassification of board
  
  Hovnanian
  for – one vote per share by removing dual class capital structure
  
  Kellwood
  for – declassification of board
  
  Lear
  for – majority vote for directors with plurality vote standard for contested elections
  for – adoption of global human rights standards
  
  Manpower
  for – adopt Macbride principles for Northern Ireland
  
  Nicor
  for – simple majority vote for shareholder vote
  
  Ninety-Nine Cents
  for – redeem or vote poison pill
  
  Pier I
  for – pay for superior performance
  
  Piper Jaffray
  for – declassification of board
  
  Spartech
  for – declassification of board
  
  Texas Industries
  for – preparation of a sustainability report
  
  WGL Holdings
  for – cumulative voting for board of directors
  for – requiring board chair to be an independent director
  for – disclosure of companies relationship with its executive compensation consultants or firms
  
  Worthington Industries
  for – adoption of a sexual orientation non-discrimination policy
Sign-on letters: None
Company Dialogues: None
Filings with the U.S. Securities and Exchange Commission
The Foundation signed onto two comment letters in opposition to proposed rules that would drastically limit the rights of shareholders to file resolutions and nominate directors of corporate boards. The Foundation signed onto the Save Shareholder Rights Campaign, a joint initiative of the Social Investment Forum and the Interfaith Center on Corporate Responsibilities. It also joined other signatories to the United Nations’ Principles for Responsible Investment filing.

2006

PROXY VOTING

The Foundation continued to vote proxies for companies in its small cap portfolio, managed by Kenwood Capital Management. Proxy votes were cast with 127 companies. Of the 127, there were 123 votes for board of director nominees. The Foundation voted for the nominees of 65 companies (53%) and withheld votes for the nominees of 58 companies (47%). Of the 58 companies with votes withheld, 57 were withheld because the companies did not have any women on their boards. The other company, United Rentals, has a woman on its board but took strong positions against two shareholder resolutions the Foundation supported. The withholding of votes is the only option available to a shareholder wising to express opposition to the nominations offered by the company.

The Foundation sent letters to chief executive officers of 24 companies explaining why the Foundation withheld its votes. The letter encourage the companies to take "steps to recruit and identify qualified women" for their boards. It also urged the companies to adopt model language on board diversity prepared by Calvert Investments.

There were four shareholder resolutions and two company resolutions among the proxy votes cast:

Votes on Shareholder Resolutions

Post Properties: FOR voting standards in the election of directors

United Rentals: FOR electing directors by majority vote

United Rentals: FOR repeal of a classified board

Anthracite Capital: AGAINST a limit on compensation of managers

Votes on Company Resolutions

Comfort Systems USA: AGAINST a stock option plan for non-employee directors.
Magellan Health Services: AGAINST a management incentive plan.

SHAREHOLDER DIALOGUES WITH COMPANIES

McDonalds: The Foundation signed onto a letter encouraging McDonalds to work with the farmworkers of the Coalition of Immokalee Workers to improve wages and working conditions on McDonald’s tomato supply chain. The letter writing campaign was organized by the Interfaith Action of Southwest Florida.
Taiwan Semiconductor, Siliconware Precision Industries, Sharp Electronics and Samsung Electronics: The Foundation signed onto a letter to each of the four companies requesting that it respond to a survey regarding labor and environmental practices of its suppliers. The action was organized by Boston Common Management, an investment manager used by the Foundation.
Henkel: The Foundation participated in a discussion with company representatives on plans to use safer alternatives in its products to remove toxics and to discontinue the use of PVCs in packaging. The dialogue was organized by Boston Common Management, an investment manager used by the Foundation.

2005

The big change during the year was the Foundation's decision to assume the responsibility for proxy voting for the stocks held by its small cap value manager, Kenwood Capital Management. Proxy votes were cast with 117 companies. The Foundation voted for the recommended board members for 72 or 62 percent of the companies and withheld votes for board members for 45 or 38 percent of the companies. The Foundation withheld its votes due to the lack of board diversity with these companies.The withholding of votes is the only option available to a shareholder wishing to express opposition to the nominations offered by a company.

The Foundation also voted on eleven resolutions in the small cap value portfolio:

Eight Proposed by Shareholders:

The GEO Group
Voted FOR shareholder proposal requesting that the Board’s Compensation Committee, when setting executive compensation, include social responsibility as well as corporate governance financial criteria in the evaluation.

Goodyear
Voted FOR shareholder proposal on Executive Compensation. Shareholders recommend Corporations by-laws be amended – "no officer of the corporation shall receive annual compensation in excess of limits established by the U.S. Internal Revenue Service code for deductibility of employees remuneration, without the approval by a vote of the majority of the stockholder within one year preceding payment of such compensation.

Potlach Corporation
Voted FOR shareholder proposal that the board prepare a report that explains past and current dividend policy, and alternative plans for future dividends. This report should address the substantial ownership of Potlach shares by members of the extended Weyerhaeuser family.

Republic Bancorp
Voted FOR shareholder proposal to exit short consumer lending programs.

Sierra Pacific
Voted FOR shareholder proposal requesting director to redeem any active poison pill, unless such poison pill is approved by the affirmative vote of the holder of a majority of shares present, and voting as a separate ballot item, to be held as soon as may be practicable.

Teletech Holdings, Inc
Voted FOR shareholder resolution for several equal opportunity employment principles to serve as guidelines for corporations in Northern Ireland.

Westar Energy
Voted FOR shareholder proposal regarding process of nomination of a director.

Wintrust Financial Corporation
Voted FOR shareholder proposal to eliminate the classified board of directors, as described in the proxy statement.

Three Proposed by Companies:

Calpine Corporation
Voted FOR proposal to amend the company’s amended and restated certificate of incorporation to declassify the election of the board.

Hornbeck Offshore Services
Voted AGAINST proposal to amend the company’s certificate of incorporation, which limits the liability of directors as contemplated, under section 102(B)(7) of the Delaware General Corporation law.

The Middleby Corporation
Voted AGAINST proposal to amend the company’s charter to grant the Board of Directors the authority to adopt, amend, alter or repeal the company’s bylaws.

2004

Intel Corporation – In concert with the SouthWest Organizing Project and other institutional investors, the Foundation co-filed a shareholder resolution in December of 2003. (see below) After a series of conversations between the company and the resolution filers, it was agreed that the resolution would be withdrawn.

In its withdrawal letter, the SouthWest Organizing Project wrote "Intel’s Environmental Health and Safety Principles uphold that ‘transparency to stakeholders’ is a guiding philosophy of the company. We expect that the current level of communication between Intel, the community, shareholders and other stakeholders is demonstrative of Intel’s intention to adhere to that philosophy.”

The Foundation’s withdrawal letter urged Intel "to continue regular and open discussions on health and environmental issues with residents and community organizations in the communities surrounding Intel’s Rio Rancho facilities in New Mexico. We call upon Intel to provide information to those communities when requested.”

Since the withdrawal in March of 2004, Intel has set up a Community Advisory Board to discuss the issues raised in the shareholder resolution. Additionally, in December of 2004, Intel announced its plan to install additional air-cleaning systems in the Rio Rancho facility. The company intends to spend almost $7 million to create "redundancies” in the systems used to clean emissions before being released into the air.

2003

The Foundation co-filed the following shareholder resolution:

Intel Corporation - The resolution calls on the company to study the feasibility of using Supercritical Carbon Dioxide in the company’s waster fabrication process and how this technology could positively impact the environment and water use.

The Foundation also filed comments with the Securities and Exchange Commission (SEC) on two proposed sets of rules. The first comments were in support of greater disclosure regarding the criteria and process for nominating corporate directors. The Foundation called on the SEC to expand the rules to include information on how companies are considering board diversity and director independence in the nominating process. The comments also support rules that open up direct communication between shareholders and corporate board members.

The second comments were in support of giving shareholders the ability to nominate candidates for corporate boards. The Foundation called for triggering events, ownership thresholds and other nominating procedures to be fair and designed to stimulate full and robust participation by shareholders.

2002

The Foundation did not file any shareholder resolutions.

The Foundation signed onto a letter to the Securities and Exchange Commission (SEC) asking for disclosure requirements with respect to corporate reporting of financially significant environmental liabilities.

In addition, the Foundation submitted comments to the SEC in support of proposed rules requiring management investment companies to annually disclose their procedures for voting on proxies and requiring such companies, as well as investment advisers to report on the actual votes they made on proxies. The SEC did adopt a final rule requiring proxy disclosures by mutual funds.

2001

The Foundation co-filed the following shareholder resolution:

Kroger Company - The resolution calls on the company to label its private label food products, or any other food product, which it manufactures, if the product contains genetically engineered ingredients. The proposal is limited to those products either manufactured by or for Kroger and not to other products that Kroger sells. A similar resolution in 2000 received a positive vote from 15.31 percent of the shareholder votes cast.

In addition to the co-filing above, the Foundation also sent letters to the following companies in which it owns shares:

American Power Conversion Corporation (APPC) - A letter was sent to the Chairman of APPC supporting a shareholder proposal calling on company to diversify its board of directors, which lacked gender and ethnic diversity.

Citigroup and Associates First Capital Corporation - Letters were sent to the Chairmen of each of these companies expressing a concern about their impending merger without adequately addressing Associates' past history of predatory lending activities.

Proxy Voting Guidelines
We believe that passive holding of corporate stocks without assessment of the social and environmental, as well as the financial performance of a corporation does not fulfill our obligation as a shareholder.

The Foundation asks each of our managers, the Interfaith Center on Corporate Responsibility (ICCR) and the Council of Institutional Investors (CII) to inform us of shareholder resolutions being considered with corporations in which we hold stock.

The Foundation votes its proxies as follows:

When program interests are directly involved, proxies are voted in a manner consistent with them.

When a shareholder resolution deals with a social or environmental issue that is not directly related to the Foundation's program interests, the Foundation will review each individual case and consult with our grantees, managers and others, as appropriate.

On issues of corporate governance the Foundation will consult with ICCR, CII, and others, and will vote our proxies according to the following general guidelines:

Ratify Auditors
Ratify Directors unless governance or a program interest issue has been raised or there is a lack of diversity on the board
Vote against golden parachutes for executives
Vote for proposals requiring a majority of independent directors
Vote for proposals requiring nominating and/or compensation committees to be composed exclusively of independent directors
Vote against incentive payments not related to financial performance
Vote for incentive payments that are tied to social and environmental performance
Vote for proposals recognizing the standing of stakeholders other than shareholders in governance and control.

If you would like to be on our e-mail list, please click here.