DECEMBER 21, 2010
Calpers, Apple at Odds on Governance
Giant Pension Fund Wants Companies to Adopt Majority-Vote Rules for Directors
By JOANN S. LUBLIN
In a California showdown over corporate governance, the largest U.S. public pension fund is attacking Apple Inc. for the way it handles board elections.
Apple's directors can currently hang on to their seats with a single "yes" vote in uncontested elections. The California Public Employees' Retirement System wants Apple and other U.S. companies it invests in to adopt rules requiring directors to win a majority of the vote, saying that will make board members more accountable to shareholders.
Calpers said Apple resisted its request, so the pension fund submitted an advisory shareholder resolution to force the issue. The measure is set to come up for a vote at the iPhone maker's annual meeting in February.
"There is systemic risk when directors are not accountable," said Anne Simpson, Calpers's head of corporate governance, in an interview Tuesday.
An Apple spokesman declined to comment. The company, which keeps a famously tight grip on details of coming products, has frequently been subject to criticism about its corporate governance, including operating with a small board and being parsimonious with disclosures about CEO Steve Jobs's health when he underwent a liver transplant.
Many governance experts and shareholder activists back majority-vote rules, because they make it easier to force out directors when shareholders decide a company's board needs a change.
The computer giant represents the first target of a shareholder resolution in Calpers's current push to spread the practice.
The campaign began last February, when the giant fund asked the 58 biggest companies in its U.S. portfolio to embrace a standard under which directors lacking majority support must offer to resign.
So far, 20 concerns "have agreed to do the right thing," Ms. Simpson said. Calpers is submitting majority-vote proposals at three other companies with 2011 annual meetings later than Apple's. They are Annaly Capital Management Inc., BB&T Corp. and VF Corp.
A VF spokeswoman said board members decided last week to recommend shareholder support for a majority-voting standard at its April annual meeting.
BB&T said only that it will consider the issue.
An Annaly spokesman declined to comment.
Calpers says it will file similar resolutions at the remaining 34 businesses as necessary. In 2010, the pension fund submitted one majority-voting measure.
More than 69% of S&P 500 companies have adopted majority-voting rules, according to Calpers. The rules typically aren't binding, giving boards the right to ignore losing directors' offers to resign.
But in California, where Apple is incorporated, state law forces directors to step down if they don't win a majority of the vote at companies that require a majority.
That oddity of state law made Apple less willing to compromise, Calpers said.
In a sign of investor dissatisfaction, 95 board members at 54 companies have won fewer than 50% of votes cast during annual meetings so far in 2010, reports Institutional Shareholder Services, a proxy advisory firm. None represented companies that had majority-vote rules at the time of the election, according to the Council of Institutional Investors.
Officials at the council, which represents pension funds managing more than $3 trillion in assets, wrote the 54 companies urging that the defeated directors surrender their seats. Four did so after receiving the letter.
The California State Teachers' Retirement System, another big public pension fund, is mounting a similar majority-vote campaign at smaller businesses for the 2011 proxy season. The fund is filing 25 resolutions, up from none for 2010, said Anne Sheehan, director of corporate governance.
The burst of shareholder activism comes as a separate effort by the Securities and Exchange Commission to make it easier to oust directors has been delayed by a legal challenge.
The SEC had intended to allow large shareholders to present competing board candidates on official company voting materials by next year's proxy season. But in late September, two U.S. business groups sued to overturn the rule.
Currently, shareholders who want to oust board members must foot the bill for mailing separate ballots and wage a separate costly campaign to court shareholders.
Write to Joann S. Lublin at joann.lublin@wsj.com