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Rites of Spring

A preview of the debates, disagreements, and votes heating up this season's annual meetings.
Minnie Mouse
A look at the stranger moments in recent annual-meeting history. See All Video & Multimedia
Davis
A look at the cast of characters likely to act up at this year's shareholder meetings. Read More
Almost 20 years of wisdom from the Berkshire Hathaway shareholders' reports are captured in this straightforward collection.
Read live dispatches from Portfolio.com reporters at the Berkshire Hathaway Annual Shareholders Meeting. Read more
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Warren E. Buffett
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Finance
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(Warren Buffett announcing last year that he's leaving the majority of his personal fortune to the Bill and Melinda Gates Foundation.) 

For some, spring is the season to stroll beneath the cherry blossoms or enjoy a picnic in the park. But for shareholders, now is the time when mailboxes are overflowing with corporate reports, investor ballots, and invitations.

Yup, it’s annual-meeting season. Many of the nation’s largest companies hold their annual gatherings in April and May. While not every meeting can be billed as a must-attend event, there are a few worth keeping a close eye on.

Out in Omaha, Nebraska, expect more questions than usual about the future of Berkshire Hathaway in light of the two big announcements 76-year-old chairman and C.E.O. Warren Buffett has made in the past year. Exxon Mobil’s soiree will feature a push for serious caps on executive compensation. Home Depot aims to put former C.E.O. Robert Nardelli’s controversial $210 million exit behind it. Altria, once known as Philip Morris, stared down a shareholder push to get the company out of the tobacco business. And despite Wal-Mart’s efforts to remarket itself as greener and more socially responsible, the retailer is once again bracing for a possible parade of protestors outside its annual meeting.

The Woodstock of Capitalism, a weekend-long event built around Berkshire Hathaway’s annual meeting (on May 5 this year), is expected to again draw more than 20,000 shareholders to Omaha. What will they be buzzing about? Warren Buffett’s future. In the company’s most recent annual report, Buffett advertised for someone (or perhaps several people) to fill the coveted role of chief investment officer when he’s no longer up to it. That, coupled with his plan to direct the majority of his personal fortune to the Bill & Melinda Gates Foundation, has made some shareholders believe that he’s stepping down. But it’s more likely that Buffett is just taking a practical approach to succession planning. As he wrote recently, “I feel terrific and, according to all measurable indicators, am in excellent health. It’s amazing what Cherry Coke and hamburgers will do for a fellow.”

Even when they’re not pondering the future of the company or its leader, Berkshire Hathaway investors will have plenty to keep them busy. Many of the firms wholly or partially owned by Berkshire—such as Geico, Dairy Queen, and Coca-Cola—will host booths in an exhibitors’ area adjacent to the main meeting hall. And the cash registers at two locally based subsidiaries, Borsheims jewelry store and Nebraska Furniture Mart, will ring up millions of dollars in sales to shareholders attracted by special discounts.

The meeting itself features an all-day Q&A session during which the Berkshire tribe can pick Buffett’s brain on subjects ranging far beyond the company’s business affairs. One of this year’s hot topics is sure to be executive compensation.

Of the more than 550 shareholder proposals tracked by Institutional Shareholder Services as of March 30, roughly a third relate to executive pay.

Many of these proposals would give shareholders advisory votes on executive compensation—a “say on pay.” Such a system is required in the U.K. and Australia, and the U.S. Congress is currently considering a bill to make it mandatory in the States. Aflac, an insurance company, is the only American firm to have adopted the idea voluntarily.

For Exxon Mobil’s May 30 gathering in Dallas, no fewer than five compensation-related resolutions (out of 15 total) are on the agenda, which will probably make for a very long, tense day. One proposal would cap salaries for the top five executives at $500,000 a year. Last year, the company’s chairman and chief executive, Rex Tillerson, received $22.4 million in total compensation.

Executive pay is hardly a new issue at shareholders meetings. In 1937, pioneer gadfly Lewis Gilbert made a fuss about Bethlehem Steel chairman Charles Schwab’s compensation of $250,000, which is equivalent to $3.6 million today. Gilbert argued that more of the company’s profits should go to share owners as dividends rather than to executives as bonuses and stock options.


Home Depot’s shareholders meeting, in Atlanta on May 24, will also consider a proposal to hammer out compensation concerns. At last year’s meeting, investors angry about Nardelli’s salary were outraged to find the directors absent and shareholders’ questions curtailed. This time, according to company spokesman Jerry Shields, “the directors will be present and there will be ample time for lots and lots of questions.” Some of those questions will probably be about the $210 million Nardelli received when he departed in January. But Home Depot’s goal for the 2007 meeting is to return in spirit to the good feelings that characterized its annual events when founders Bernard Marcus and Arthur Blank were at the helm.

There was also some unpleasantness in East Hanover, New Jersey, on April 26, when Altria held its annual meeting. On the table: a shareholder proposal called for the company to get out of the tobacco business by 2010. Smokers who fumed over the idea had to do so outside. New Jersey state law prohibits lighting up inside the building.

Over at Wal-Mart’s shareholders meeting, set for June 1 (with a 7 a.m. start time!), attendees should ready themselves for another religious-revival-like event. Each year, the company’s executives roam the stage like M.C.’s and work the crowd of more than 15,000 (mostly employees) into a lather, repeatedly invoking the Wal-Mart cheer—a call-and-response spelling of the company’s name, with the hyphen in the middle referred to as a squiggly and accompanied with playful butt shaking.

What happens outside Wal-Mart’s gathering is likely to be just as raucous. In recent years, a diverse parade of protestors has marched on the day of the company’s annual meeting. The National Council of Women’s Organizations, the Sheet Metal Workers’ National Pension Fund, the Teamsters union, the Raging Grannies, and others have all staged protests there for one reason or another.

Will the demonstrators be back this year? Probably. Despite Wal-Mart’s efforts to rebrand itself as kinder to workers and gentler toward the environment, it remains a prime target for protestors. To anticipate any unwanted guests, Wal-Mart, according to a Wall Street Journal report, has conducted surveillance on shareholders submitting resolutions for its coming annual meeting. Lee Scott, Wal-Mart’s C.E.O., denied the report on April 20. In a letter to stockholders, he wrote that “no such surveillance occurred and that no information regarding any shareholder proponent was obtained improperly or through intrusive means.”

Whether or not the spying took place, Wal-Mart’s investors will have a lot to discuss. There are 13 shareholder proposals on the table this year.

This may well be the last spring when investors’ mailboxes will be crammed with documents including the full texts of shareholder proposals. Beginning in July, companies will be able to simply send postcards announcing that annual reports and proxy materials are available online. You may not have noticed, but nearly all of this spring’s proxy ballots include a box you can check if you’d like to continue to receive hard copies. So far, according to Chuck Callan of Broadridge (formerly part of Automatic Data Processing), which handles nearly all proxy vote responses, investors prefer hard copies to electronic ones when given a choice.

Shareholders who elect to receive paper documents, of course, won’t have to rely on fickle Mother Nature to provide clues when next spring arrives.


Randy Cepuch is the author of A Weekend With Warren Buffett and Other Shareholder Meeting Adventures, published earlier this year by Thunder’s Mouth Press.


 



 

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