FactSet SharkRepellent | Research Spotlight: June 8, 2015 article: "An Early Look at 2015 US Proxy Fight Statistics" [Negotiated settlements lead to record levels of activist success]

The Shareholder Forum^TM`

Fair Investor Access

This public program was initiated in collaboration with The Conference Board Task Force on Corporate/Investor Engagement and with Thomson Reuters support of communication technologies. The Forum is providing continuing reports of the issues that concern this program's participants, as summarized in the January 5, 2015 Forum Report of Conclusions.

Forum distribution:

Negotiated settlements lead to record levels of activist success

Source: FactSet SharkRepellent | Research Spotlight: June 8, 2015 article

Research Spotlight

An Early Look at 2015 US Proxy Fight Statistics
New York - June 8, 2015 John Laide

An early look at proxy fight statistics for the 2015 proxy season along with the high profile management victory at E.I. du Pont de Nemours and Company would on the surface provide the impression that companies may have turned the corner against ever increasing activist success. However, a deeper dive into the data shows that activist influence at US corporations continues to rise.

As of June 5th, the company win rate for board seat proxy contests that went to a shareholder vote stands at approximately 62%. That represents a 57% increase over 2014's win rate of only 39%. Additionally, support for activist candidates has also declined this year. Of the proxy contests that went to a vote where vote results have been disclosed, activist candidates have on average received support from approximately 33% of the votes outstanding. Activist candidates were supported by an average of 42% of the outstanding votes in 2014.

Of course, proxy fight votes don't tell the full story. Settlements continue to rise. The 33 proxy fights that have been formally settled (or were withdrawn after the company made material concessions) as of June 5th is the most at this point in any year since FactSet began tracking proxy fights in 2001. More importantly, many companies are choosing to grant activists board seats, often as part of a standstill agreement, before letting an activist situation escalate into a proxy fight. Forty-six non-proxy fight activist campaigns have resulted in a board seat as of June 1st, the most in any comparable period according to FactSet data. In comparison, 34 and 11 such campaigns resulted in board seats in the same period in 2014 and 2013 respectively. The data, which is based on the announcement date that the seat was granted, includes all campaigns where activist investors attained board seats directly or had a material say in the appointment of new independent director(s), that were granted as part of an activist campaign or to prominent activists that were schedule 13D filers but had not publicly agitated at the company.

Among the 2015 non-proxy fight campaigns which resulted in board seats were situations involving prominent activists Elliott Management Corporation at EMC Corporation and The Interpublic Group of Companies, Inc., Starboard Value LP at Staples, Inc., Pershing Square Capital Management LP at Zoetis Inc., Icahn Associates at The Manitowoc Company, Inc., and Trian Fund Management, L.P. at PepsiCo, Inc.

This Forum program was open, free of charge, to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the purpose of this public Forum's program was to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant was expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants. It is a Forum rule that participants will not be identified or quoted without their explicit permission.

This Forum program was initiated in 2012 in collaboration with The Conference Board and with Thomson Reuters support of communication technologies to address issues and objectives defined by participants in the 2010 "E-Meetings" program relevant to broad public interests in marketplace practices. The website is being maintained to provide continuing reports of the issues addressed in the program, as summarized in the January 5, 2015 Forum Report of Conclusions.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to access@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.