Interesting article in the NY Times about the corporate governance team at BlackRock, including these tidbits shedding some light on BlackRock’s otherwise mysterious corporate governance guidelines:
BlackRock is no activist investor. In fact, it’s far from it. It has never sponsored a shareholder proposal, and it rarely broadcasts its actions….
BlackRock has also voted against or withheld votes from compensation committee members at companies when it thinks that they pay executives too much. Still, the A.F.L.-C.I.O. said that in 2012, the firm voted against board nominees at just 6 percent of United States companies. In contrast, the federation voted against 42 percent of all board nominees. And BlackRock almost always sides with management in “say on pay” measures….
BlackRock has rarely voted to split the role [of CEO and Chairman], believing that if a company has a strong lead director, there is likely no need to sever the roles.
The examples cited in the article indicate that where BlackRock has been more active, it has generally been with respect to directors — overboarding, directors who have served too long, directors who are paid too much, or directors with conflicts of interest.
The article also suggests that BlackRock may be “quietly stirring” and becoming more engaged or “activist,” which may or may not be true, but in any case it is a useful reminder that not all institutional shareholders vote in lockstep with proxy advisory firm recommendations, and that direct outreach to shareholders remains an important tool in winning shareholder support for directors and management proposals.