Many of The Home Depot’s shareholders are mad as heck and they aren’t going to take it anymore. They were enraged by disclosures that the company’s chief executive, Robert L. Nardelli, received $245 million in compensation in his five years there, while the stock slid 12 percent.
Some shareholders withheld their proxy votes for directors and voted heavily for eight restrictive proposals. After a short but stormy annual meeting last month, the company acknowledged mishandling the meeting and agreed to shareholders’ demand that directors would have to win a majority of shareholder votes cast.
Their revolt is an extreme case of a growing movement to curb perceived abuses by corporate management.
In theory, corporate governance is like a republican democracy. The owners are the shareholders. They elect directors, who set policy, hire the top executives and set their compensation. Above all, the directors have a fiduciary duty to care for the welfare of the shareholders.
Until recently, the way the system has usually worked has been more like that of one of the old Soviet republics. Directors were routinely elected and re-elected and often rubber-stamped lavish compensation for the executives regardless of company performance. Shareholders received annual proxy statements and usually either neglected to vote at all or else obeyed the company’s advice to vote for nominated directors, vote for approved proposals and vote against disapproved proposals.
Directors were elected by mere pluralities, and withholding of votes had no effect.
For many years, Evelyn Davis and a few other chronic dissidents submitted restrictive proposals and showed up at annual meetings to protest voting systems and management behavior, usually in vain.
This year, as the proxy season draws toward a close, shareholder resistance has suddenly become effective. As a headline put it in The New York Times recently, “Finally, Shareholders Start Acting Like Owners.” The report by Pulitzer Prize winner Gretchen Morgenson cited the Home Depot debacle as “a nadir in board behavior and proper corporate governance.”
She wrote that proposals that would require directors to win more than half of shareholders’ votes to gain board seats appeared at 140 companies this year. More than half of the votes cast supported such proposals at Bank of America, the Borders Group, The EMC Corp., International Paper, Raytheon and Verizon. A similar proposal at The Home Depot received 56 percent of the vote and led the company to cave in.
A remaining problem is that brokers holding much of the stock may cast the true owners’ proxy votes according to company recommendations unless directed otherwise by the owners. Ms. Morgenson reported that the New York Stock Exchange is considering a committee recommendation that it abolish its 70-year-old rule permitting this practice.
If the rule is changed, as expected, shareholders can at last begin acting like owners, throw out dummy directors, take charge of executive compensation, and put a stop to such outlandish executive perks as use of company planes, country club fees and kennel charges for their pets.
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