When Shareholders Get Snubbed
Jun 13th 2013 12:24PM
Updated Jun 13th 2013 1:05PM
Annual meeting season is well under way. The results of shareholder votes at annual meetings are being tallied for many big public companies as we speak. Some companies ignore shareholder wishes that are clearly displayed in votes. Some boast supportive vote results when that just isn't the reality.
Investors should really think about how shareholder rights are ignored or shrugged off at many public companies. When you're a shareholder -- and part owner -- you are not supposed to be snubbed. Plus, there's a reason they're called "public companies."
Like a bad neighbor
Nabors Industries has been one of the poster children for outrageous CEO pay and complete disregard for shareholder opinion.
One of the most egregious examples of shareholder abuse occurred in 2011, when it came to light that Eugene Isenberg was set to receive a $100 million golden parachute after resigning from the CEO position, despite the fact that he wasn't actually going anywhere. He would remain at the company as chairman of the board -- he basically was set to get a chute without jumping out of the plane.
He later relinquished the payout, but governance problems have continued. Recently, for the third year straight, shareholders have voted down executive compensation policies with their say-on-pay votes.
Although say-on-pay votes are non-binding, they do represent shareholder opinion. They should be embarrassing for any corporate executive team and board with a sense of duty and honor.
Corporate governance expert Paul Hodgson recently detailed Nabors' extreme shareholder unfriendliness. The outrages go even deeper than repeated smackdowns of unreasonable compensation policies, and also illustrate how companies can claim they're improving corporate governance while avoiding any real substantive change.
Bread, circuses, and distractions
Reports from Wal-Mart's shareholder meeting just might be enough to make one sick. Actors Tom Cruise and Hugh Jackman appeared for the spectacle, which took place in a college stadium. According to an MSNBC report, the extravaganza included "a big dance number meant to showcase the global tapestry that is Wal-Mart's workforce."
Cruise's speech lauded Wal-Mart's recent work for women. In fact, the behemoth recently gave $3.5 million to the Red Cross for a training program through Wal-Mart's Global Women's Economic Empowerment initiative. I'll grant some of Cruise's points in his speech; indeed, due to the company's size and influence, it can be a "role model for how business can address some of the biggest issues facing our world, in ways big and small." But let's insert some healthy skepticism; Cruise's speech contains more than a touch of irony given alleged discrimination against women at the company.
This piece is about shareholder meetings, though, so let's not get distracted by celebrities and song-and-dance routines. One of my Foolish colleagues, M. Joy Hayes, recently explained why "supportive" shareholder votes at Wal-Mart are smoke and mirrors.
The fact that the Walton family owns more than half the company's shares has been an ongoing "more than meets the eye" factor -- shareholder vote tallies can't be taken at face value. It just goes to show what happens when it's almost all in the family. So remember that negative shareholder votes are far more meaningful since they come from a minority group that's not necessarily willing to give Wal-Mart carte blanche.
Shareholders shouldn't "like" this
Facebook's Mark Zuckerberg faced some flak from shareholders at the social media company's shareholder meeting. Considering that so many individuals invested in Facebook, some of whom were completely new to investing, the company's crazy IPO -- and roller-coaster stock price -- loomed larger than corporate governance principles.
Here's bad form in the governance realm, though: Zuckerberg owns the majority of the company's shares and possesses an excessive amount of voting power and control through Facebook's dual-class stock structure. For investors who aren't familiar with the term, this structure basically means that the separate type of stock Zuckerberg owns comes with 10 votes per share for every one vote regular shareholders have.
It's as if you showed up at the polls to vote for president and realized that some "special" people were allowed 10 votes compared to your one.
It comes as no surprise that, as with Wal-Mart, Facebook's shareholder votes supported management at the meeting -- since Zuckerberg basically controls the voting power through his majority.
If you don't want to answer to shareholders, ask somebody else for money
At companies like Nabors, shareholders are ignored despite their majority votes against directors and policies. At companies like Wal-Mart and Facebook, shareholder votes often don't matter unless the individuals in control find it in their hearts to listen.
Either way, shareholders should be insulted at how badly and frequently they are snubbed.
There are several ways to go here. Investors who are only out for financial returns should consider selling such stocks, particularly if the company's financial future looks shaky or has been for a while. Companies that ignore shareholders are more likely to reward their executives for failure, take short-term views, and possibly run their companies into the ground.
That's what happens when power corrupts, and when shareholders don't really care that business is deteriorating, management can run roughshod over true business health.
Another way to go is to stand your ground, hold your shares, and vote your proxy ballots every single year. While many investors and Wall Street types believe investors should either like it or lump it, selling their shares if they don't like how managements and boards conduct business, there is something to be said for telling managements who feel that way exactly where they can go.
No matter what, it's time to ask some questions. If corporate governance policies are poor, and corporate managements seemingly don't care about shareholders' opinions, why did the companies go public? Asking investors to invest in the business -- and become part owners -- should mean managements are accountable.
Public companies that sell pieces of themselves in the form of stock, then sell out the owners every chance they get, probably should never have gone public at all. Shareholders should stand up against being snubbed and tell their companies' boards and managements to shape up. Corporate executives who didn't really want to deal with shareholders should have thought about raising capital somewhere other than the public market.
After the world's most hyped IPO turned out to be a dud, many investors don't even want to think about shares of Facebook. But there are things every investor needs to know about this revolutionary company. The Motley Fool's premium research report shows that there's a lot more to Facebook than meets the eye. Read up on whether there is anything to "like" about it today to determine if Facebook deserves a place in your portfolio. Access your report by clicking here.
Check back at Fool.com for more of Alyce Lomax's columns on environmental, social, and governance issues.
The article When Shareholders Get Snubbed originally appeared on Fool.com.Alyce Lomax has no position in any stocks mentioned. The Motley Fool recommends Facebook. The Motley Fool owns shares of Facebook. 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.
Copyright © 1995 - 2013 The Motley Fool, LLC. All rights reserved. The Motley Fool has a disclosure policy.