Administration June 1, 2005

AFSCME Outlines 2005 Shareholder Proposals

January 6, 2005 (PLANSPONSOR.com) - The AFSCME Employees Pension Plan outlined its shareholder proposals for the 2005 corporate annual meetings, which include binding proxy access proposals at American International Group (AIG) and the Eastman Kodak Co.

Reported by

Kip McDaniel

The AFSCME Plan has submitted proposals at 19 companies, according to a press release. The plan is seeking access to annual meeting materials at Halliburton Company (See AFSCME Fund Raises Shareholder Rights Proposal with Halliburton ) and The Walt Disney Company for proposals to increase shareholder power to nominate directors.

The plan is also attempting to establish a shareholder majority vote committee at Maytag Corp. because the board has not implemented multiple majority votes to declassify its board. The proposal would amend Maytag’s bylaws to require the creation of a board committee that would meet with shareholder proponents pursuant to any unimplemented majority vote. It also stated that non-binding proposals have been filed at Ingersoll-Rand and Siebel Systems in an attempt to declassify their boards. Declassifying the board would require that all board members be voted on each year, instead of staggering voting. The plan stated in its news release that other majority vote proposals where the companies have agreed to declassify their boards will likely be withdrawn.

Reform of executive compensation is being urged by the plan at Amgen Inc., Adobe Systems, AT&T Corp., Bed Bath & Beyond, Bristol-Myers Squibb, and Home Depot. Included in the proposals are guidelines for restricted stock pay for performance and stock holding requirements after option exercises.

The plan will propose that ADC Telecommunications Inc. and The Bank of New York remove their poison pills meant to deter takeover bids, and that Waste Management release more risk disclosure. Proposals have also been submitted at Gillette, Morgan Stanley, and Raytheon, according to AFSCME.

On Tuesday, AFSCME urged the US Securities and Exchange Commission’s (SEC) corporation finance division staff to reject a Halliburton request to exclude the proposal from consideration at its 2005 annual meeting, Dow Jones reported . AFSCME’s shareholder rights efforts at Halliburton follow the pension system’s similar moves focusing on the Walt Disney Company. SEC staff announced in early December that it would not allow Disney to block a shareholder director nomination resolution but later reversed itself, decreeing the proposal may be excluded from a vote by Disney shareholders (See Funds Appeal SEC Staff Disney Proxy Access Decision ).

The SEC had proposed a plan in 2003 that would have made it easier for shareholders to nominate their own candidates to corporate boards. More information about the SEC’s delilberations is at http://www.sec.gov/spotlight/dir-nominations.htm .