Shareholder Rights Project
The Shareholder Rights Project (SRP) was established by the Harvard Law School Program on Institutional Investors to contribute to education, discourse, and research related to efforts by institutional investors to improve corporate governance arrangements at publicly traded firms. During three academic years (2011-2012 through 2013-2014), the SRP operated a clinic that assisted institutional investors (several public pension funds and a foundation) in moving S&P 500 and Fortune 500 companies towards annual elections. This work contributed to board declassification at about 100 S&P 500 and Fortune 500 companies. This website provides information about the work done by the SRP clinic during its three years of operation. Any communications with respect to the SRP clinic should be attributed solely to the SRP and not to Harvard Law School or Harvard University.

Proposals for the 2014 Proxy Season

This webpage contains information about precatory declassification proposals that investors that worked with the SRP clinic submitted for voting at the annual meetings during the 2014 proxy season of 31 S&P 500 and Fortune 500 companies with classified boards. The proposals urge repeal of the companiesí classified boards and a move to annual elections, which are widely viewed as corporate governance best practice.

The SRP clinic and investors that worked with the SRP clinic engaged with companies receiving shareholder declassification proposals, and some of the companies receiving shareholder proposals agreed to take steps necessary to declassify their boards.

The five institutional investors with which the SRP clinic worked in connection with these proposals are the Illinois State Board of Investment (ISBI), the Nathan Cummings Foundation (NCF), the North Carolina Department of State Treasurer (NCDST), the Ohio Public Employees Retirement System (OPERS) and the State Board of Administration of Florida (SBA).

The table below lists each of the S&P 500 and Fortune 500 companies to which proposals were submitted for annual meetings during the 2014 proxy season, together with the proponent for each proposal.

Shareholder Declassification Proposals for 2014 Proxy Season

Company Proponent
Aecom Technology Corporation (ACM) ISBI
Agilent Technologies, Inc. (A) NCF
Air Products and Chemicals, Inc. (APD) NCF
Airgas, Inc. (ARG) ISBI
Akamai Technologies, Inc. (AKAM) ISBI
Ashland Inc. (ASH) ISBI
BorgWarner Inc. (BWA) NCF
Costco Wholesale Corporation (COST) NCF
Foot Locker, Inc. (FL) NCDST
Hertz Global Holdings, Inc. (HTZ) ISBI
Huntington Ingalls Industries, Inc. (HII) ISBI
Huntsman Corporation (HUN) SBA
Insight Enterprises, Inc. (NSIT) ISBI
Jacobs Engineering Group Inc. (JEC) NCF
Jarden Corporation (JAH) NCDST
Kansas City Southern (KSU) ISBI
Kellogg Company (K) NCDST
NCR Corporation (NCR) SBA
Netflix, Inc. (NFLX) SBA
Phillips 66 (PSX) NCF
QEP Resources, Inc. (QEP) ISBI
Rockwell Collins, Inc. (COL) NCF
SCANA Corporation (SCG) NCF
SPX Corporation (SPW) SBA
St. Jude Medical Inc. (STJ) ISBI
Teradata Corporation (TDC) NCDST
United States Steel Corporation (X) NCDST
Varian Medical Systems, Inc. (VAR) NCF
Vornado Realty Trust (VNO) ISBI
WESCO International, Inc. (WCC) SBA
WPX Energy, Inc. (WPX) OPERS