September 10, 2015 / 6:36 PM / 2 years ago

Amid activist fears, some tough Vanguard votes on board reform

3 Min Read

BOSTON (Reuters) - Mutual fund company Vanguard Group backed measures at more than

a dozen companies this year that could give shareholders more power over the makeup of corporate boards, securities filings show.

Vanguard's votes in favor of so-called proxy access for investors with as little as 3 percent ownership came despite the firm's general preference for a higher threshold of 5 percent and fund industry concerns that the changes would encourage disruptive activist investors.

"Our starting point is 5 percent, but we also said we would look on a case-by-case basis," Vanguard Fund Treasurer Glenn Booraem said in an interview. He declined to discuss individual cases.

The proposals would make it easier for groups of investors to run director candidates.

Vanguard funds voted in favor of proxy access at the 3 percent threshold at 15 companies, including streaming video provider Netflix Inc, oilfield services company Nabors Industries Ltd and liquefied natural gas company Cheniere Energy, according to disclosures reviewed by research firm Fund Votes.

A few of the 15 boards supported the change, but most opposed it. In those cases, "you can view the votes as sort of a failing grade from Vanguard," said independent governance consultant Francis Byrd.

The main supporter of the 3 percent threshold, New York City Comptroller Scott Stringer, said that because Vanguard voted against most proxy access proposals, including costing a majority at energy company Exxon Mobil Corp, its show of support was "not credible."

Though non-binding, the proposals have triggered changes. As of July 30, 49 of 84 proxy access resolutions at U.S. companies won majority support, said Institutional Shareholder Services, and 41 companies were moving on new rules.

Vanguard rival BlackRock Inc has been a frequent supporter of proxy access, suggesting it can focus boards on shareholder interests. But funds sponsored by Fidelity Investments often oppose the proposals.

"The prospect of certain shareholders utilizing the proxy access process may create a distraction for executives and directors," a Fidelity spokesman said.

At Netflix, ISS recommended investors break with management on five of nine proposals, noting how the company did not act on shareholder votes in 2014. In June, shareholder majorities followed ISS's advice on four items, including proxy access.

Netflix will consider the votes, a spokesman said.

Proposals at the 3 percent level also won majorities at Nabors and Cheniere. Nabors "continues to evaluate potential actions" on proxy access, it said. Cheniere did not comment.

Reporting by Ross Kerber; Editing by Richard Valdmanis and Lisa Von Ahn

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