We recently surfed around an interesting Internet database at ProxyMonitor.org, worth a look. We don’t completely understand it, but we’re happy to use it.

ProxyMonitor.org houses a database (sortable, searchable) of annual meeting resolutions from 2008 to the present, for the 100 largest US corporations:

1. ❖the database classifies resolutions as corporate governance, executive compensation, or social policy
   

2. ❖it lists the proponent (a shareholder, except in the case of advisory votes on executive compensation when it lists “Management”) and the percentage of shares that supported the resolution
   

3. ❖it provides a link to the proxy materials with the text of the specific resolution
   

4. ❖users can download the data into an MS-Excel spreadsheet.
   

Pretty nifty.

The database allows some rudimentary analysis. We can see that the AFL-CIO authored 41 proposals from 2008 to the present, and won an average of about 16% of the votes. Or, the top 100 companies had 106 advisory votes on executive compensation in those years, with an average of 41% of the outstanding shares supporting the exec comp plan.

Who might provide such a useful database? Why, the Manhattan Institute, of course. MI is one of the leading libertarian think tanks around:

1. The Manhattan Institute has been an important force in shaping American political culture and developing ideas that foster economic choice and individual responsibility... Our work has won new respect for market-oriented policies and helped make reform a reality.
   

ProxyMonitor.org falls within the Center for Legal Policy, which “aims to communicate thoughtful ideas on civil justice reform to real decision-makers.” CLP launched the database in January 2011, and for a time one could only imagine what MI and CLP had in mind.

The Director of the CLP, James Copland, recently revealed their motives. He penned two articles a couple of months ago that puts MI squarely in the debate on modern corporate governance, and clearly on the side of management and against investors. He writes in the Washington Examiner:

1. ...unions’ active sponsorship of shareholder proposals may indicate that labor is manipulating the corporate governance process to further objectives adverse to other shareholders.
   

And in Chief Executive magazine:

1. ...the large role played by labor unions in the proxy process has led to worries that rather than maximizing investment value, union activity is geared toward extracting labor concessions from management that may benefit union workers but be against the interests of non-union shareholders.
   

No one would count the Washington Examiner or Chief Executive Magazine among the most independent or objective of newspapers or periodicals, either.

But then, no one would have expected MI to oppose investor interests in the debate on corporate governance, either. They’ve fled their lofty perch as an advocate for free-markets and fewer attorneys, and jumped into the considerable gray area of agency theory and securities law, with a clear bias for management and against investors.

Of course, they only want to help out:

1. The Manhattan Institute’s ProxyMonitor.org database makes comparing trends across companies and over time easy, and should empower executives and their advisors to have better information with which to handle shareholder pressures.
   

We’ll use their data, maybe not for this purpose, though.