Railroads & Clearcuts

Shareholder Activism

Thank you for your interest in shareholder activism
and for visiting the website of the
Railroads & Clearcuts Campaign


Green CAP - Corporate Accountability Project


An excellent guide to shareholder activism is provided by Bart Naylor's
Change Corporate America For 33 Cents: A Self-Help Guide to Shareholder Activism
which was published in the April 2000 issue of The Lands Council's Transitions journal.
Bart is a consultant to activist shareholders, and can be contacted by
e-mail.


Other issues of Transitions and other publications
from the Railroads & Clearcuts Campaign can be obtained by
clicking here.


David E. Ortman's Northwest Corporate Accountability Project
gives step-by-step information on the
shareholder resolution process
and guides you through the maze of
U.S. Securities and Exchange (SEC) regulations.

Corporate annual reports, proxy forms, and other public documents
can be downloaded directly from the
SEC EDGAR database.

The Interfaith Center on Corporate Responsibility (ICCR)
coordinates shareholder resolutions co-filed by different investors.
While ICCR's members are faith-based organizations, its broader constituency
includes non-religious groups who look to it for guidance on social issues.
ICCR's website includes a database of social-issue shareholder resolutions currently being filed.

The Investor Responsibility Research Center (IRRC)
provides research, software products, and consulting services
to clients representing institutional investors, corporations, law firms and other organizations.


Recent Shareholder Resolutions at Corporations
with Significant Land Grant-Based Assets

year 1992

Burlington Resources

Resolution to adopt Valdez (CERES) Principles. 22 % of the shareholders voted to adopt, the first time more than 20 percent of any corporation's shareholders have approved a "social proxy" issue other than South Africa divestment.

 

Weyerhaeuser

Resolution to adopt the Valdez (CERES) environmental principles.

Sponsored Evangelical Lutheran Church.

year 1994

Weyerhaeuser

Resolution to adopt the CERES environmental principles. For the second year, Weyerhaeuser management rejected the proposal, claiming it had its own ethical statement and released its own environmental performance report.

Sponsored by American Baptist Home Mission Society, Women's Division of the General Board of Global Ministries of the United Methodist Church, New York, New York, Our Lady of Lourdes Medical Center, Camden, New Jersey; Sisters of Mercy of the Americas, Rochester, New York, Sisters of St. Francis of Philadelphia, Our Lady of Angels Convent, Glen Riddle, Aston, Pennsylvania. 1994 April.

Weyerhaeuser

Resolution to reject the company's existing poison pill policy because it reduces management accountability and adversely affects shareholder value.

Sponsored by LongView Collective Investment Fund.

year 1995

Weyerhaeuser

Resolution to reject poison pill resubmitted.

 

 

year 1996

Weyerhaeuser

Resolution to elect directors on an annual basis.

Sponsored by shareholder Bart Naylor.

 

year 1997

Boise Cascade

Resolution to reincorporate from Delaware to Idaho.

Sponsored by shareholder Howard D. Naylor.

Weyerhaeuser

Resolution to adopt CERES Principles.

 

Weyerhaeuser

Resolution regarding board compensation in common stock.

 

 

year 1999

Weyerhaeuser

.

Sponsored by shareholder Bart Naylor.

Weyerhaeuser

Resolution to phase out the use of chlorine in paper production.

 

year 2000

Boise Cascade

Resolution to elect directors on an annual basis in order to improve board sensitivity to important shareholder issues. Approved by shareholder vote.

Sponsored by John Osborn, presented by Mindy Harm.

Burlington Northern Santa Fe Railroad

Resolution to secure shareholder approval if a "poison pill" is put in place by the board.

Sponsored by shareholder Bart Naylor; presented by Kristy Johnson of Friends of the Aquifer.

Potlatch

Resolution to elect directors on an annual basis in order to improve board sensitivity to important shareholder issues.

Sponsored by John Osborn, presented by Mark Solomon.

Weyerhaeuser

Resolution to elect directors on an annual basis in order to improve board sensitivity to important shareholder issues. Approved by shareholder vote.

Sponsored by shareholder Bart Naylor; presented by Janine Blaeloch.

Weyerhaeuser

Resolution to phase out the use of chlorinated compounds in paper production.

Sponsored by Adrian Dominican Sisters, Christian Brothers Investment Services, Conference on Corporate Responsibility of Indiana and Michigan, Sisters of Mercy Reg.Comm.Detroit, Mercy Health Services, Our Lady of Lourdes Medical Center, Redemptorists Denver Province, Sisters of Charity of the Incarnate Word Retirement Trust, and UMC General Board of Global Ministries.

 

 

year 2001

Boise Cascade

 

 

Burlington Northern Santa Fe Railroad

Management accountability resolution requiring the BNSF board to first consult shareholders before adopting poison-pill provision.

Molly Rooke, Sierra Club

Potlatch

 

 

Weyerhaeuser

Management accountability resolution to require directors to be elected annually rather than on staggered, three-year terms.

Sister Margaret Murphy, Sisters of Dominic of Tacoma

 

year 2002

Boise Cascade

Poison pill resolution that the board of directors will solicit shareholder approval for any "shareholder rights" plan that might be adopted, and that if this approval is not granted in the form of a majority of the shares voted, then any rights plan be redeemed. Approved by 72% of shareholders.

 Bart Naylor

Boise Cascade

Board declassification: to amend the Company's Bylaws, in compliance with applicable law, to reorganize itself into one class. The reorganization shall be done in a manner that does not affect the unexpired terms of directors previously elected. Approved by 91% of shareholders.

 Dr John Osborn

Burlington Northern Santa Fe Railroad

Poison pill resolution that the board of directors will solicit shareholder approval for any "shareholder rights" plan that might be adopted, and that if this approval is not granted in the form of a majority of the shares voted, then any rights plan be redeemed.

 

Plum Creek

Resolution to endorse the CERES principles as part of its commitment to be publicly accountable for its environmental impact.

 

Potlatch

Resolution to prepare a report that explains past and current dividend policy, and alternative plans for future dividends. This report should address the substantial ownership of Potlatch shares by members of the extended Weyerhaeuser family. Approved by 13% of the shareholders.

 

Weyerhaeuser

Board declassification: to declassify the Board for the purpose of director elections. The board declassification shall be completed in a manner that does not affect the unexpired terms of directors previously elected. Approved by 56% of the shareholders.

 

Weyerhaeuser

Resolution calling for shareholder input on the poison pill. Approved by 57% of the shareholders.

 

 

year 2003

Boise Cascade

 

 

Burlington Northern Santa Fe Railroad

 

 

Plum Creek

Resolution committing Plum Creek to the CERES Principles of environmental sustainability.

Bart Naylor; presented by Mary Kiesau, Sierra Club

Potlatch

Resolution to prepare a report that explains past and current dividend policy, and alternative plans for future dividends. This report should address the substantial ownership of Potlatch shares by members of the extended Weyerhaeuser family. Approved by 18% of the shareholders.

John Osborne

Weyerhaeuser

Resolution to improve corporate board accountability through annual elections of directors. Approved by 64% of the shareholders.

Bart Naylor

Weyerhaeuser

Resolution requiring disclosure of:
(1) All fines and penalties assessed against and/or paid by Weyerhaeuser, under state or federal environmental laws or regulations.
(2) A list disclosing the amount of greenhouse gases (including, but not limited to, carbon dioxide, methane, nitrous oxide, ozone, hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), and sulfur hexafluoride (SF6)) emitted by Weyerhaeuser.
(3) The feasibility of having our company’s timber operations and products certified as meeting the standards of the Forest Stewardship Council, on or before January 1 of 2004.

David Ortman, Sierra Club

Weyerhaeuser

"Weyerhaeuser Co. shareholders yesterday approved three of five resolutions on the annual meeting proxy ballot, including a sizable vote in favor of electing all directors every year. Shareholders also approved resolutions calling for the forest products company to record employee stock options as an expense, and to block any anti-takeover poison pill." (Seattle Post-Intelligencer, April 14, 2003).

 

 

 year 2004

Potlatch

A shareholder resolution calling for a special report on dividend policy (including the Weyerhaeuser family's role in the company) won 8%, less than the previous year when it won 18%.

 

Weyerhaeuser

A resolution calling for annual board elections won majority shareholder support, again. Approved by shareholders.

 

 

 year 2005

Burlington Resources

Indigenous Rights Policy. Withdrawn.

 

Weyerhaeuser

 

 

 year 2006

Burlington Resources

Resolution to:
1. Amend the Policy to require free, prior, informed consent by affected indigenous peoples’ communities to proposed petroleum activities.
2. Establish a credible monitoring process to insure compliance with the Policy.
3. Prepare an annual report, at reasonable cost, omitting proprietary information, on compliance to the amended Policy, and our company’s plans for addressing noncompliance, the first report by September 2006.

Boston Common Asset Management, Church of the Brethren Benefit Trust, Foundation Ops, Catholic Equity Fund, Sisters of St. Joseph Philadelphia

Weyerhaeuser

Resolution to prepare a report, at reasonable cost and omitting proprietary information, by November 1, 2006, assessing the feasibility of earning Forest Stewardship Council certification for its forest lands and forest products manufacturing facilities.

 Calvert Group

 


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