March 19, 2012

Below are links to joint press releases issued today by the Shareholder Rights Project (SRP) and each of five institutional investors - the Illinois State Board of Investment, the Los Angeles County Employees Retirement Association, the Nathan Cummings Foundation, the North Carolina State Treasurer, and the Ohio Public Employees Retirement System.

During this proxy season, the SRP has been representing and advising these institutional investors in connection with the submission of shareholder proposals to a significant number of S&P 500 companies that have staggered boards. The proposals urge a move to annual elections, which are widely viewed as corporate governance best practice. As the press releases below indicate:

• Proposals to declassify boards have been submitted to more than eighty S&P 500 companies, and
• Forty-two S&P 500 companies receiving proposals – about one-third of the S&P 500 companies that had a staggered board at the beginning of this proxy season – have already entered into agreements committing them to bring management proposals to declassify their boards.

The companies that have entered into agreements to bring management proposals to declassify their boards should be commended for their responsiveness to shareholder concerns and for their willingness to move to annual elections. A list of twenty-one companies that have entered into such agreements, including only companies that have already made public filings that disclose the planned management proposal, is available here.

Joint press release by the Illinois State Board of Investments and the SRP

Joint press release by the Los Angeles County Employees Retirement Association and the SRP

Joint press release by the Nathan Cummings Foundation and the SRP

Joint press release by the North Carolina Department of State Treasurer and the SRP

Joint press release by the Ohio Public Employees Retirement System and the SRP

The Shareholder Rights Project is a clinical program through which Harvard Law School faculty, staff and students assist public pension funds and charitable organizations to improve corporate governance at publicly traded companies in which they are shareowners. More information regarding the SRP can be found at http://srp.law.harvard.edu.