Egan-Jones 2016 Guideline Changes Implemented

PHILADELPHIA - Feb. 18, 2016 - PRLog -- Egan Jones Proxy Services (“EJPS”) today announced the implementation of changes to its proxy voting guidelines for the 2016 Proxy Season.

According to Magda Pacheco, Manager of Client Relations at EJPS, “the 2016 Egan-Jones proxy guideline policy changes and updates reflect the wide scope of subjects we examined closely in light of the previous proxy season, important literature on the subject matters, and in-depth discussion within EJPS.” The changes and updates include:

Overboarding – Perhaps the most interesting and significant guideline change is the implementation of an ‘overboarding’ policy for CEOs. Overboarding refers to board members who take on too many director commitments simultaneously. Directors owe a fiduciary duty of loyalty and care to the corporation and stockholders they represent, both to their company of employ as well as outside directorship commitments. Failure to live up to those commitments (breaches of that fiduciary duty) can lead to civil penalties. We believe that introducing a threshold of one outside directorship should greatly contribute to a CEO’s commitment to fulfilling his or her role and responsibilities to the company of employ and its shareholders. Thus, EJPS recommends that shareholders WITHHOLD votes from a CEO if he or she holds more than one outside public directorship.

Underperforming Board - We have decided to take a very strong approach linking a company’s compensation rating result and recommendations on compensation plans with recommendations on compensation committee members. We will recommend that shareholders vote AGAINST compensation committee members if the company obtains a score of either “Needs Attention” or “Some Concerns” both of which are the lowest possible scores on the Egan-Jones Compensation Rating model

Shareholder Proposals – Lastly, we have introduced numerous new shareholder proposals regarding health, GMO products, greenhouse gas emissions, recycling, energy conservation and other social and environmental issues. These have been added to all versions of Egan-Jones’ Proxy Voting Guidelines.

Comments or questions about the Egan-Jones Proxy Guideline should be directed to Ms. Magda Pacheco, Manager, Client Relations at Egan-Jones Proxy Services (mpacheco@egan-jones.com). Note that the full Guidelines are posted at http://www.ejproxy.com/public/methodologies/.


Egan-Jones Proxy Services (“EJP”) is a leading provider of independent proxy research, voting recommendations and voting services to a variety of institutional investors. EJP assists institutional fiduciaries in determining voting directions as well as assisting in the administrative submission of proxy voting, and provides research, recommendations, voting, and voting record retention services on various shareholder proxy voting matters. EJP was established in 2002 by the Egan-Jones Ratings Co., Inc. (“EJR”), a nationally recognized statistical rating organization (“NRSRO”) as designated by the U.S. Securities and Exchange Commission. EJR provides credit rating services for primarily institutional clients. EJP is a related division of EJR, and is not a subsidiary or stand-alone corporate entity. EJP and EJR have physical and electronic safeguards in place to prevent conflicts of interest and the sharing of client data.