As proxy season draws to a close, there are a remarkable number of developments to report on, but perhaps the most surprising aspect of this year’s round of shareholder meetings is the shrug of shoulders that accompanied many of these events. Welcome to the new normal.
Consider three examples: Citigroup, JPMorgan Chase, and Chesapeake Energy. Shareowners voted down Citigroup’s compensation report, but Chairman Richard Parsons did not rail against special interests or proxy-voting services. Indeed, he didn’t rail at all. Rather, he said that the directors needed to do a better job of engaging with shareowners. Ten or fifteen years ago, the idea of voting on pay, or of directors speaking with investors, or the presumption that executive compensation needed to be explained at all before it could be accepted, was anathema. For that matter, having a non-executive chairman was itself highly uncommon.
