Points to Ponder During Proxy Season


Proxy statements are landing on investors' to-do lists at a furious pace, and many voting deadlines are fast approaching. Not only are shareholder votes more important than ever these days, some of them are actually newsworthy. There's increasing respect for the idea that shareholder voice actually does matter, a positive development in the last several years.

Here's one example of a headline-grabbing topic of an upcoming shareholder vote: a drive to take away the chairman role from JPMorgan Chase's CEO Jamie Dimon.

Chasing the CEO out of the chairman seat
Separating the CEO and chairman roles at public companies is a big deal to corporate-governance-minded shareholders. When the chief executive officer is the same person who leads the board of directors, the possible conflicts of interest and potentially stunted conversations are pretty obvious.

Independence makes much more rational sense. Directors who are not employees of the company in question are more likely to push back against management than entrenched, high-ranking individuals on the company payroll.

Major proxy advisory firms Glass Lewis and ISS have both recommended that JPMorgan Chase shareholders vote in favor of a shareholder resolution to separate the chairman and CEO roles at the bank. Glass Lewis also recommended that shareholders vote against three directors who served on the audit committee. The shareholder resolution advocating separation of the roles was submitted by the American Federation of State, County and Municipal Employees, or AFSCME.

There's further momentum for this resolution since Dimon's reputation has lost its luster in the last year or so. He took a 2012 pay cut as the London Whale trading loss controversy left massive waves in its wake, and now he could lose his position as chairman of the board.

Last year, a similar proposal to split the roles at JPMorgan received 40% shareholder support, which is pretty significant. If you consider the timeline of the London Whale controversy, it's possible shareholders were still trying to assess the situation -- after all, in April 2012 Dimon called it "a tempest in a teapot" -- and it did burgeon into a massive issue in later months.

JPMorgan Chase shareholders can vote on separating the chairman and CEO roles again until May 21, the date of the bank's annual meeting.

This year's hot list
JPMorgan isn't the only company that faces a resolution of this type this year. Recently, General Electric fielded another AFSCME proposal to split the CEO and chairman roles held by Jeff Immelt. Only 25% of shareholders voted in favor of that proposal at the meeting late last month, but it was an improvement from the 22% approval rate last year.

The conventional wisdom that "imperial CEOs" -- a term coined by AFSCME -- are acceptable has got to change. AFSCME targeted the issue last year, and has similarly filed a slew of proposals at giant companies this year. These companies include household names and frequent stock holdings like Wal-Mart, Johnson & Johnson, and Target, none of which have held their meetings yet, so there's still time to vote.

So far in the voting tallies this proxy season, majority approval is nowhere to be found for these proposals agitating for independent chairs. However, at some companies, the votes in favor are creeping closer. A few of the impressive favorable tallies this year: IBM (44%), Honeywell (43%), and Boeing (42%). Venturing that close to the 50% mark is a big deal when shareholder votes on topics like these hardly added up to a blip on the radar years ago.

Common sense, not controversy
Dimon could lose his seat as chairman at JPMorgan simply because of his newly tarnished reputation. Separating the roles is about more than that, but it should be interesting to see how the bank's shareholders vote. The attention to the issue may help move more investors collectively closer to the realization that the policy paves way for a more robust board of directors to represent their interests. That's about common sense, not controversy.

Still, slowly but surely, progress is being made. Remember to check those shareholder proposals on your proxy cards, and vote accordingly. Over the long haul, the returns you save may be your own.

More on JPMorgan from The Motley Fool
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Alyce Lomax has no position in any stocks mentioned. The Motley Fool recommends Johnson & Johnson. The Motley Fool owns shares of General Electric, International Business Machines., Johnson & Johnson, and JPMorgan Chase. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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