Wise and practical investors concern themselves with only these corp gov improvements:

1. ❖Restrict poison pills
   

2. ❖Declassify BoDs
   

3. ❖Separate CEO and BoD chair position
   

4. ❖Allow proxy access.
   

Earlier, we urged investors to think about poison pills, declassified BoDs, and proxy access. After the sad spectacle at Allergan, we added the CEO-BoD chair priority. Proxy access becomes the “one-half” item because the difficulty of gaining any sort of access makes it less urgent, though no less important.

So, how did these critical improvements fare in 2014? Pretty well, although we’d describe ourselves as happy but not satisfied. We refer to the ever-useful Proxy Season Wrap-Up from Alliance Advisors for the data.

Poison Pills: Proposals generally pertain to obtaining shareholder approval. Alas, shareholders don’t propose many resolutions on this subject in a given year. This year, shareholders proposed eight resolutions, compared to five in 2013. They also did better this year, with four out of eight winning a majority of votes, compared to one out of five last year.

Declassify BoD: In contrast to poison pills, these proposals are some of the most popular. In 2014, shareholders proposed 40 declassification resolutions, down from 94 in 2013. However, in part because of the success of Shareholder Rights Project at Harvard Law School, most of the S&P 500 and a large number of smaller companies have already declassified the BoD, so the decrease makes sense. Companies also settle many proposals in advance of a vote. In 2014, only 15 proposals went to a vote, and 14 won a majority. In 2013 31 proposals went to a vote, with 30 winning a majority.

CEO and BoD Chair: These are as popular as declassification proposals, but much less successful. In 2014 and 2013, shareholders proposed 78 and 86 independent chair resolutions, respectively. But, only four proposals in 2014 and seven proposals in 2013 won a majority of votes.

Proxy Access: These had similar success in 2014 as in 2013, when we last looked at these in detail. Shareholders proposed 20 resolutions in 2014 and 21 in 2013. Six won a majority in 2014, and five in 2013. It’s worth noting that all but one proposal was a non-binding resolution, rather than a binding bylaw amendment.

We’ve tried to bring attention to the most critical corp gov priorities. We want to cut through the dozens of other less relevant ones that investors regrettably need to consider. Hence, our initial list of two-and-a-half priorities, which we recently increased by one.

After seeing what corporate interests can do to take bad advantage of shareholders, we might want to add two more: special meetings and written consent. Even though these don’t attract as many proposals, and very few win a majority, they represent useful tools for activist investors. We don’t want to complicate further our already crazy corp gov agenda. But, we want to continue our progress.

So, is it five-and-a-half priorities? If we must.