List of Companies Adopting Proxy Access Growing Fast

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By Che Odom

Feb. 5 — Nearly 30 companies have adopted proxy access bylaws since the start of the year, continuing a brisk pace set in the latter half of 2015, according to a Bloomberg BNA review of securities filings.

Progressive Corp., PepsiCo Inc. and CarMax Inc. are among the companies that now allow shareholders who meet certain ownership requirements to nominate candidates to the board.

Most of the bylaws adopted this year require shareholders to hold at least 3 percent of common stock for three years to nominate a slate of candidates that amount to no more than 20 percent of board seats. Some allow nominations for up to 25 percent of the board.

In comparison, only five companies had adopted proxy access in the first two months of 2015. However, 35 companies adopted the process in the last two months of the year.

One of those to adopt in 2015—HCP Inc.—altered its bylaw Jan. 28, lowering the eligibility ownership threshold from 5 percent to 3 percent.

Shareholder Resolutions

In terms of shareholder proposals, stockholders at Costco Wholesale Corp. and Johnson Controls Inc. approved proxy access resolutions in January.

Oshkosh Corp. stockholders voted down a proposal Feb. 2.

To contact the reporter on this story: Che Odom in Washington at codom@bna.com

To contact the editor responsible for this story: Yin Wilczek at ywilczek@bna.com

Companies That Adopted Proxy Access Since Jan. 1
Name Date Adopted Terms Top Institutional Investors
Accenture plc. 2/3/16 3 years, 3% ownership, 20% of seats Sun Life Fin. Inc., Capital Grp., Vanguard, BlackRock
Alexion Pharmaceutical Inc. 1/8/16 3 years, 3% ownership, 20% of seats T. Rowe Price, Capital Grp., BlackRock, FMR
Alliance Data Systems Corp. 1/26/16 3 years, 3% ownership, 20% of seats Vanguard, BlackRock, Waddell & Reed
Apartment Investment and Management Co. 1/26/16 3 years, 3% ownership, 20% of seats Vanguard, Cohen & Steers Capital Mgmt., BlackRock
Brocade Communications Systems Inc. 1/26/16 3 years, 3% ownership, 20% of seats Vanguard, BlackRock, Goldman Sachs
CarMax Inc. 2/1/16 3 years, 3% ownership, 20% of seats T. Rowe Price, Vanguard, PrimeCap Mgmt.
Children’s Place Inc. 1/5/16 3 years, 3% ownership, 25% of seats BlackRock, Royce & Assocs., Vanguard
Cognizant Technology Solutions Corp. 1/28/16 3 years, 3% ownership, 20% of seats Vanguard, BlackRock, FMR
Colgate-Palmolive Co. 1/14/16 3 years, 3% ownership, 20% of seats State Street, Vanguard, BlackRock
Corrections Corp. of America 1/8/15 3 years, 3% ownership, 205% of seats Vanguard, BlackRock, Bank of America
Crown Holding Inc. 1/29/16 3 years, 3% ownership, 20% of seats Boston Partners, Sun Life Financial, JPMorgan Chase
CVS Health Corp. 1/21/16 3 years, 3% ownership, 20% of seats Vanguard, BlackRock, FMR
Dana Holding Corp. 1/26/16 3 years, 3% ownership, 20% of seats Invesco, BlackRock, Vanguard
Devon Energy Corp. 1/26/16 3 years, 3% ownership, 20% of seats BlackRock, Encap Partners, Vanguard
Duke Energy Corp. 1/4/16 3 years, 3% ownership, 20% of seats Vanguard, BlackRock, State Street
Huntington Ingalls Industries Inc. 1/28/16 3 years, 3% ownership, 25% of seats Vanguard, BlackRock, FMR, State Street
Intel Corp. 1/21/16 3 years, 3% ownership, 20% of seats BlackRock, Vanguard, Capital Grp.
Johnson & Johnson 1/26/16 3 years, 3% ownership, 20% of seats Vanguard, BlackRock, State Street, FMR
JPMorgan Chase & Co. 1/19/16 3 years, 3% ownership, 20% of seats BlackRock, Vanguard, State Street, FMR
McGraw Hill Financial Inc. 1/27/16 3 years, 3% ownership, 20% of seats FMR, Vanguard, BlackRock, State Street
MGM Resorts International 1/13/16 3 years, 3% ownership, 20% of seats Tracinda Corp., T. Rowe Price, Capital Grp., Vanguard
Murphy Oil Corp. 2/3/16 3 years, 3% ownership, 20% of seats Vanguard, Hotchkis & Wiley, BlackRock
NiSource Inc. 1/29/16 3 years, 3% ownership, 20% of seats T. Rowe Price, Vanguard, Deutsche Bank AG
PepsiCo Inc. 1/11/16 3 years, 3% ownership, 20% of seats Vanguard, BlackRock, State Street
Praxair Inc. 1/26/16 3 years, 3% ownership, 20% of seats Capital Grp., Vanguard, BlackRock, Wellington Mgmt. Grp.
Progressive Corp. 1/29/16 3 years, 3% ownership, 20% of seats Capital Grp., BlackRock, Vanguard
TCF Financial Corp. 1/22/16 3 years, 3% ownership, 25% of seats FMR, BlackRock, Vanguard, State Street
Time Warner Inc. 1/28/16 3 years, 3% ownership, 20% of seats BlackRock, Vanguard, JPMorgan Chase, Sun Life Financial
US Bancorp. 1/19/16 3 years, 3% ownership, 20% of seats BlackRock, Berkshire Hathaway, Vanguard, FMR
Sources: SEC EDGAR and Bloomberg Law