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North Dakota Proposal Gets 40% at OshkoshSubmitted by: Ted Allen, Publications

In an impressive showing for a new proposal, a shareholder resolution calling for reincorporation to North Dakota won about 40 percent support at Oshkosh on Feb. 3, according to the proponent, John Chevedden.

The proposal also asked the Wisconsin-based truck manufacturer to agree to be governed by North Dakota?s new governance law, which mandates proxy access, split CEO and chairman roles, declassified boards, majority voting, annual pay votes, and the reimbursement of proxy fight expenses. In opposing the measure, Oshkosh argued that reincorporation would cost at least $1 million, and that the firm?s status as a U.S. military contractor would require getting approval from various federal agencies.

The non-binding resolution at Oshkosh is the first of its kind to go to a shareholder vote. Chevedden, a California-based shareholder activist, and other retail investors have filed similar proposals at Whole Foods Market, American International Group, Continental Airlines, Sempra Energy, Amgen, ExxonMobil, Home Depot, Time Warner, Qwest Communications, Marsh & McLennan, Hain Celestial, and PG&E. Most of those firms are incorporated in Delaware; the others are domiciled in New Jersey, Texas, and California.

In addition, billionaire investor Carl Icahn, who supported a lobbying campaign for North Dakota?s governance law, recently filed his own reincorporation proposal at Amylin Pharmaceuticals. The company is based in San Diego, incorporated in Delaware, and typically holds its annual meeting in late May. Icahn, who owns an 8.3 percent stake, also has nominated five candidates for the company?s 12-member board. Icahn?s proxy challenge at Amylin likely will bring greater media and investor attention to the debate over whether companies should reincorporate in North Dakota.

Full post as published by Institutional Shareholder Services -- Corporate Governance Blog on February 04, 2009 (boomark / email).