Doing the right thing: Proxy Democracy
On Wednesday, the SEC announced the creation of an Investor Advisory Committee, which it said would give the SEC “a greater voice in the Commission’s Work”. In general, the list of names had few surprises: representatives from labor, a select group of academics, and some industry folks. But one name jumped out at me: Mark Latham at Proxy Democracy.
I don’t know Mark at all, but yesterday I had a chance to talk to two other people involved in the project — Andy Eggers, a doctoral student in Government at Harvard, and Bradley Coleman who is studying computational geometry at Simon Fraser in Vancouver — and Proxy Democracy is beyond cool and worth the support (financial and otherwise) of footnoted readers. Basically, the site is taking information from N-PX forms (a filing that footnoted tends to ignore) which tracks how mutual fund companies vote their shares. Since we’re in the midst of annual meeting season right now, Proxy Democracy is pretty busy right now tracking votes. Here’s an example from Wal-Mart (WMT), which is holding its annual meeting today.
In addition to the N-PX forms, which like most SEC filings are historical in nature, nine funds/institutional investors are also providing Proxy Democracy with details on their votes ahead of the actual vote. So in the Wal-Mart example above, you can see how six different funds/institutional investors that own Wal-Mart shares plan to vote.
Across the web, there’s a movement to increase transparency with sites like data.gov and make all sorts of data more accessible, especially government records. But there hasn’t been that much movement in making SEC filings more accessible. For example, the SEC could do a big service by providing an API that would allow programmers to slice and dice different things in the filings. Proxy Democracy is taking an important first step in this area, but to make the site truly useful, it needs more data (and cooperation) from some of the bigger funds/investors like, say, Fidelity, instead of the collection of earthy-crunchy funds that are currently cooperating. Hopefully, being a part of this new panel will help Proxy Democracy and other sites like it to provide more information to investors.
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Posted in Tags: SEC, soapbox |
 7 Comments » |
June 5th, 2009 at 2:13 pm
Just to follow up…
Our 9 predisclosing funds are: CalPERS, CalSTRS, Florida SBA which are 3 of the 5 biggest pension funds in the US. And 6 smaller funds AFSCME, CBIS, Calvert, Domini, Green Century and Trillium.
Currently these fund’s advance votes cover close to 5000 companies.
These funds are all very activist, meaning they frequently vote against management (by the way, they do so in very different ways). Funds give their votes in advance to gain support for their positions, and to advertise their voting style and solidify their brand. So not surprisingly, activist funds were the first to give their votes in advance. We’d love more funds of all sorts to start pre-disclosing so that we can provide more perspectives and voting styles, and ultimately more utility.
That being said, if you’re less activist than our 9 funds, you can always do something like this: consider a hypothetical director on some ballot, if half of the voting funds vote for her and half vote against her, you vote for her, but if all voting funds vote against her, then she must be really bad, so you vote against her. So only vote against, if there is something of a consensus, otherwise vote for. This way you can sort of normalize the bias.
June 7th, 2009 at 10:12 pm
Wouldn’t the really right thing to do be to allow the the fund shareholders the ability to vote the equity shares in proportion to their stake in the fund? Since the voting is done on the internet, it’s just a matter of automatically e-mailing the shareholders the appropriate link.
June 8th, 2009 at 1:59 pm
@OSR: Agreed. But sometimes you have to take baby steps to get to your ultimate goal. While in theory it seems like this ought to be done with a few clicks of the mouse, the ability to implement that, is probably a lot more complicated. Is it a desired goal though? Absolutely!
In the meantime, hopefully more funds will sign up to provide Proxy Democracy with their voting info.
June 8th, 2009 at 5:33 pm
OSR, it’s not that simple. lets say you have $500 in a russell 2000 index fund. no way they’re gonna mail you 2000 proxies.
we actually think our site is stepping the baby steps to that goal. because, it would be realistic to say, hey vanguard, vote my share with my voting policy as found on ProxyDemocracy.
OK, so what is our voting policy. this is something we’re developing as we speak. you get to pick a group of funds for each issue type, and weight them, and then take the majority vote. so you make a function on the votes of these funds. you create this function, and then we can apply it to future ballots, and suggest a set of votes. you look at it and say thats ok, and then we can actually vote for you.
applying such a function would be a realistic thing for funds to do, but mailing you 2000 proxies is not. so PD is taking those baby steps right now. not to mention the baby step of helping people vote their proxies in the first place
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June 8th, 2009 at 6:10 pm
Ms. Leder:
Thanks for giving some greater visibility to this site, which I can see quickly becoming a central resource to retail shareowners who want to vote intelligently but don’t have the money to subscribe to services offered by companies such as the Risk Metrics Group and Glass Lewis. ProxyDemocracy will really kick it up a notch if it can allow shareonwers to vote directly through their site, right where they do their research.
Re passing through votes to beneficial owners of mutual funds. That’s a goal of another site. isuffrage.org
Those interested in these moves toward more democratic corporate governance will probably be interested in petition filed with the SEC by three individuals associated with ProxyDemocracy.org plus several others. The petition seeks to amend rule 14a-4(b)(1) to eliminate a provision conferring discretionary authority with respect to items left blank on submitted proxies. When retail shareowners vote, but leave some items blank, current SEC rules allow the bank or broker to vote those blank items in favor of management.
The petition requests the SEC to require that blank votes count as abstentions. The issue is different from “broker voting,” whereby brokers who have received no voting instructions from beneficial owners 10 days prior to a meeting are allowed to cast those votes on “routine” proxy proposals. The New York Stock Exchange petitioned the SEC to amend rule 452 to redefine director elections as “non-routine,” thereby eliminating uninstructed broker votes in director elections, and the SEC appears ready to act.
The petition, authored by Jim McRitchie (that’s me) is available on the SEC website at http://www.sec.gov/rules/petitions.shtml Comments can be sent to the SEC at rule-comments@sec.gov with File 4-583 in the subject line. We’d love to get positive comments from Footnoted.org readers.
June 9th, 2009 at 3:18 pm
Actually, I voted shares of NAT recently via the internet and it was fairly painless. So painless, in fact, that I recall very little of the process, but I believe Schwab sent me an e-mail alert regarding the vote, as opposed to a mailed, paper, proxy statement.
Theoretically, you could allow mutual fund participants to vote electronically with the results being weighted in proportion to the participant’s holdings in the underlying issues, even in an index fund. A very similar calculation yields NAV, right? However, I concede the impracticality of voting 500 components of SPX, electronically or otherwise.
June 11th, 2009 at 1:12 pm
The other thing we do is give you voting information, it’s very hard for little guys to vote well. lets say you own plug power, which meets on the 17th. look at this, doesn’t this help a lot?
http://proxydemocracy.org/data/meetings/17781
who are these funds? you can look at their profiles and look at other people’s focus lists, or make your own.