Vote your proxies!

Were you shocked and furious that the CEO of Tyco spent millions of company dollars on his wife’s birthday party? Do you worry that the United States isn’t doing enough to slow global warming? Are you worried that what happened to the Enron retirees could happen to you? Do you wish there was something you could do when you see CEOs who make $1 million a year get a $5 million bonus even though the value of the stock went down – and so did your 401(k)?

Well, there is something you can do – you can vote your proxies! Those of us who own mutual fund shares can write requesting that the money manager vote the proxies according to the guidelines we specify. If you own stocks directly, you are a shareholder and will get a proxy ballot wrapped in blue plastic two months before the annual meeting, which is usually in the spring. Don’t toss them. It is especially important that we vote our proxies, and tell the company how we feel. If we don’t, the management and the board of directors of the company will vote them for us.

So unwrap that blue plastic and take a look inside. You’ll find four things: a proxy card or ballot, an envelope to send it back in, an annual report on glossy paper, and the proxy ballot explanation booklet on flimsy paper. The proxy card is the meat of it. It’s a white card – 81/2 x 11 – divided in half by a pink line. On the left side of the line are the proposals and opposite each on the right side of the line are three pink boxes that represent the voting choices: For, Against or Abstain. There are three kinds of proposals: 1. Nominees to the board of directors, 2. Proposals from management (approval of the independent auditor or stock option plans) and 3. Proposals from shareholders.

The nominees to the board of directors are recommended by the current directors. Trying to figure out who has been a good director and who hasn’t is one of the hardest parts of filling out the proxy card. Many organizations vote against directors for any of the following reasons: conflicts of interest; members of the audit committee if they have allowed the auditor to do nonaudit-related work; members who have been associated with scandal or bankruptcy as a director of another board. There is a table in the proxy booklet on the audit expenses.

You may think this is dry stuff, but this was one of the root causes of the Enron disaster. The audit company was being paid more to advise the company on taxes than to do the audit so the auditor didn’t make that a priority and didn’t catch – or want to catch – all the accounting schemes Enron was using to make it look healthier than it was. Some vote against approval of the independent auditing company if it has done nonaudit work for the company.

There might be a proposal from management to approve stock incentive plans. Read this section of the booklet carefully. Many shareholders vote against these plans if they dilute the stock or allow the company to avoid paying taxes. Many vote for them if they reward performance when performance equals increasing shareholder value.

There will also be anywhere from 0-15 shareholder proposals on the proxy. These can be brought by individuals or organizations like the Sisters of St. Dominic, the Unitarian Church, or the United Brotherhood of Carpenters Pension Fund. They might ask the directors of ExxonMobil to write a report on climate risk, or GE to report on the annual expenditures for cleaning up PCBs at their remediation sites, or Wells Fargo to report its political contributions, or International Paper to limit the pay of the CEO, or Pfizer to report on increasing access to their products, or that IBM show the cost of stock options to executives on their profit and loss statements.

In other words these proxy ballots read like a summary of all the important issues you’ve read about during the last five years. Now you get to do something about them. The important thing is for you to vote.

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There are a lot of helpful resources out there. I vote the proxies of the state according to the Treasurer’s Proxy Guidelines. They are very readable, and I invite you to use all or part of them. They can be found at www.maine.gov/treasurer. The Corporate Library, located right in Portland, offers resources to investors (some free) on their Web site www.thecorporatelibrary.com. The Council of Institutional Investors at www.cii.org does as well. Shareholderaction.org lists institutions that post their proxy votes and has a list of model proxy guidelines. The Interfaith Center on Corporate Responsibility at www.iccr.org is the leading organization doing shareholder advocacy in the United States.

If you want to see how one of the biggest pension plans is voting, the California Public Employees Retirement System posts its votes two weeks prior to the annual meeting at www.calpers-governance.org

Dale McCormick is the Maine State Treasurer.