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Mutual fund voting: mgmt, ISS or muse?

Mutual fund voting: mgmt, ISS or muse?. James Cotter – Wake Business Alan Palmiter – Wake Law Randall Thomas – Vanderbilt Law. Villanova Securities Symposium March 14, 2009. And now some numbers …. 28.9%. (probably closer to 33%). 72% / 48%. which means 21-24% / 14-16%. 98%.

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Mutual fund voting: mgmt, ISS or muse?

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  1. Mutual fund voting:mgmt, ISS or muse? James Cotter – Wake Business Alan Palmiter – Wake Law Randall Thomas – Vanderbilt Law Villanova Securities Symposium March 14, 2009

  2. And now some numbers …

  3. 28.9% (probably closer to 33%)

  4. 72% / 48% which means 21-24% / 14-16%

  5. 98% Source: Rothberg & Lilien, Mutual Fund Proxy Votes (Feb. 2005)

  6. Now some jargon …

  7. Rule 30b1-4 (2003) Forms N1-A, N-PX, 10Q

  8. Rule 14a-9(Rule 14a-8) Schedule 14A

  9. Now some pictures …

  10. Now some data …

  11. Source: Corporate Library/AFSCME (2005)

  12. Source: Corporate Library/AFSCME (2005)

  13. Source: Corporate Library/AFSCME (2005)

  14. Sources: • The Corporate Library, Analysis of Fund Voting for 2004-2005 (Jan. 2006) • ISS, 2005 Postseason Report: Corporate Governance at a Crossroads (Oct. 2005)

  15. Sources: • The Corporate Library, Analysis of Fund Voting for 2004-2005 (Jan. 2006) • ISS, 2005 Postseason Report: Corporate Governance at a Crossroads (Oct. 2005)

  16. Our preliminary data …(on mutual fund voting)

  17. Mutual funds vs. all shareholders(“for” votes)

  18. Management proposals(excluding proposals to elect directors, approve auditors)

  19. Shareholder proposals

  20. Vote w/ Mgmt + ISS 63.5% Vote w/ Mgmt (despite ISS) 15.0% Vote w/ ISS (despite Mgmt) 9.5% Vote w/ Muse (despite Mgmt + ISS) 12.0% TOTAL 100%

  21. Some specific results …(ISS influence generally)

  22. Take away …

  23. The end

  24. Declassify board

  25. Majority voting for directors

  26. Submit poison pill to shareholder vote

  27. Separate chair and CEO

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