Tumelo’s vote roundup: the March AGMs coming into view
More AGMs are popping up on our radar as the 2023 AGM season picks up.
In this week’s vote roundup:
Identical shareholder proposals return to Applied Materials
Two shareholder proposals were voted on — and rejected — at Applied Materials’ AGM last year; one on special shareholder meetings and the other on executive pay. However, the leading semiconductor manufacturer can’t seem to shake them off, as the proposals are back on the agenda this year.
The first proposal calls for a “more reasonable stock ownership threshold” for shareholders who wish to call a special meeting. Similar requests at other companies received on average 36% support during the last AGM season, and its submitter, Kenneth Steiner, is a regular activist shareholder. Last year, this proposal garnered 47.8% shareholder support at Applied Materials.
The second proposal has been submitted by Jing Zhao (also an activist shareholder), and it asks the company to include its CEO pay ratio in executive-pay considerations. After Mr. Zhao’s proposal last year obtained only 8.3% support at Applied Materials’ 2022 AGM, he has now narrowed his strategy. Rather than advocating for CEO pay ratios and employee voices to be considered in executive pay discussions, this time Mr. Zhao is just focusing on CEO-pay ratios.
Applied Materials’ AGM will take place on March 9th.
Back-to-back semiconductor AGMs
Two of Applied Materials’ competitors, Analog Devices and Qualcomm, will also be holding their AGMs in March — both on the 8th. Followers of the semiconductor industry will have a prime opportunity to compare each company’s practices with its peer group.
Particularly notable is Analog Devices’ say on pay, which sees its CEO and Chair, Vincent Roche, receive a pay package worth $22.1 million. The company’s pay report caused a stir among shareholders last year amid the granting of a one-off bonus to Mr. Roche which bumped his pay up to $30.8 million. Around 23% of shareholders voted against the pay package, prompting Analog to promise no more one-off bonuses in the near future.
Meanwhile, Qualcomm is set to pay its CEO Cristiano Amon an unusually low $4.8 million — CEO pay at Qualcomm has never dipped below $20 million since 2019. This is due to a shift in the granting of share awards which altered the CEO’s reported pay amount for FY22.
Back to Applied Materials, CEO Gary Dickerson is set to receive a pay package of $20.4 million amid a record revenue of $25.8 billion in FY22.
More
Hologic, a medical-technology company focused on women’s health, is set to hold its AGM on March 9th. On the agenda is the election of nine directors to its Board, say-on-pay and say-on-frequency votes, appointment of an auditor, and the approval of its equity-incentive plans. A similar agenda can also be seen at cloud-security company F5 Inc, which will similarly hold its AGM on March 9th.
In contrast, NYSE-listed but Swiss-domiciled company TE Connectivity has 17 items on its agenda. Scheduled for March 15th, its AGM will see additional Switzerland-specific resolutions, such as the election of members to its Management Development and Compensation Committee, and the approval of a pay report specific to Swiss law.
In the UK, companies that are set to hold AGMs within the coming month include financial companies Virgin Money(February 21st), IntegraFin (February 23rd), and Paragon Banking Group (March 1st). Aside from the usual suite of annually recurring resolutions, both Virgin and Paragon will be asking shareholders to approve their pay policies. In addition, Paragon wants approval for two refreshed employee share plans, and Virgin is asking its shareholders to approve a CDI purchase-contract with Citigroup Global Markets Australia Pty Limited.
Looking ahead
A glimpse into Disney’s AGM agenda is now available thanks to Trian Fund Management, whose efforts to put co-founder Nelson Peltz on the Board have been making headlines. In Trian’s preliminary filing to the SEC, three shareholder proposals can be seen, which touch on the magic kingdom’s business operations as well as its political and charitable spending.
But until a definitive proxy statement is released, the agenda remains up in the air.
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