The Activist Investor Blog
The Activist Investor Blog
The Annual Proxy Advisor Slam-fest Slams Only Investors
Happens around this time every year. As companies tally votes at annual meetings, CEOs and their lackeys attack proxy advisors ISS and Glass Lewis as conspiratorial, conflicted enemies of powerless corporate executives and BoDs.
This current round of criticism began with JP Morgan Chase CEO Jamie Dimon’s remarks at an investor conference. It continued with corporate toady Harvey Pitt’s Wall Street Journal op-ed calling for stricter regulation of proxy advisors. The Financial Times piled on with the standard questions about proxy advisor power and independence. For good measure, the Wall Street Journal wrote a companion editorial to Pitt’s manifesto, with no new or original comments.
We don’t feel the need right now to defend proxy advisors or their processes. We did so long ago and more recently.
Instead, we point out that those who criticize and call for strict regulation of proxy advisors really only have it in for the investors that these firms advise and represent. Dimon, Pitt, and the like might as well criticize investors instead of proxy advisors. This current slams, like past instances, become merely a veiled, indirect way to handcuff shareholders.
Consider the three regulatory changes that Pitt advocates:
1.Investors review all proxy advisor recommendations for consistency with their economic interest, rather than just a sample each year (the current SEC position); this requires analysis of each vote, and defeats the purpose of delegating proxy voting to proxy advisors.
2.Investors define how a specific vote best serves its economic interest, rather than the proxy advisor; this, too, requires an investor to research each individual vote and defeats the purpose of a proxy advisor.
3.Investors vote shares only if they analyze the impact of a specific vote on their economic interest; this requires an investor to undertake the research in 2. before voting.
All three proposal impose new restrictions on shareholders, not proxy advisors. For good measure, Pitt does lob in the usual demands for proxy advisor transparency and independence.
Why go after proxy advisors in this way? They really do represent the interests of their clients. They devote significant resources to creating voting guidelines that reflect the preferences of not only clients, but also companies. They also bend over backwards to reflect the views of companies in what amounts to private consulting to shareholders.
Company cheerleaders like Pitt claim to want to regulate proxy advisors more closely. They really mean to limit shareholder impact on companies.
CEOs like Dimon dispense with pretense. He comes right out and calls shareholders that “base” a vote on proxy advisor analysis “lazy” and “irresponsible”. This is the first time in memory that a CEO, rather than a minion, has gone after proxy advisors publicly.
Company leadership should keep in mind when they slam proxy advisors, they really only slam their investor clients. We may be lazy and irresponsible, but we’re also the owners, and we elect the bosses.
Tuesday, June 2, 2015