Activists Score (Mostly) Symbolic Victories at Bank Annual Meetings

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Annual shareholder meetings of three of the top 10 banks Tuesday underscored that the business is as politicized as ever, particularly at the largest institutions.

At Citigroup and Wells Fargo, shareholder proposals opposed by management to disclose more about lobbying activities failed, but they garnered double-digit percentages of the vote, and Citi's did slightly better than such proposals do on average. PNC, meanwhile, basked in the admiration of environmentalists — after granting concessions to groups that protested the bank's lending activities all last year.

Shareholder proposals usually need 50% support to pass, but even failed votes can be a wake-up call, said James Barrall, a partner at Latham & Watkins who specializes in corporate governance.

"Even though a vote may fail, oftentimes proponents make the same proposal repeatedly and sometimes they gain traction over time," he said, speaking about shareholder voting in general. "If a company comes close to losing a proxy vote, there is cause for concern and for reaching out to shareholders to engage on the issues."

More than a quarter of Citi shareholders supported proposals to require the bank to disclose more about lobbying and so-called golden parachute payments for employees who take government jobs. Neither was on the ballot last year.

During the bank's annual meeting in New York, shareholders aggressively questioned chief executive Michael Corbat and chairman Michael O'Neill about the company's policy of paying bonuses to former employees who secure high-level government jobs, like Jack Lew did when he joined the Treasury Department.

"This is a very small program that results from the fact that we think hiring people with knowledge of government makes a lot of sense," said O'Neill. "The number of people who benefit from this policy is really quite modest."

The AFL-CIO had proposed that Citi be required to identify all employees whose contracts provide bonuses for taking a government job, as well as the size of the bonus. The measure, which management said would put Citi at a disadvantage to other employers, received 26.4% of the vote.

The union group was "pleased with the result, given that this is the first time it has come to a shareholder vote," an AFL-CIO spokeswoman said. The group hopes that the support the measure received will convince Citi to disclose the requested information.

The proposal that Citi disclose more about its lobbying activities got 28.9% of the vote. Last year, none of Citigroup's three shareholder-proposed measures got even 6% of the vote. Shareholder proposals on lobbying received an average support of 21% among all SEC-registered companies, according to a study by the Conference Board, a research and advisory firm.

Corbat and O'Neill also took heat from shareholders over Citi's lobbying, and in particular its successful effort last year to repeal the swaps push-out rule in the Dodd-Frank Act. One shareholder described herself as "appalled" that the bank would try to weaken financial reform.

Corbat said the bank supports financial reform and the Dodd-Frank Act, but argued that the repeal "creates a level playing field for U.S. companies" compared to their foreign counterparts.

He also denied that Citi orchestrated the repeal. The repeal, a provision that was reportedly written by Citi, was attached to an unrelated must-pass spending bill last December.

"We as a financial institution don't control where things are attached," he said. "We had nothing to do with the timing."

O'Neill said that the repeal will make the financial sector more secure.

"We don't think [the repeal] weakens protections. We think it strengthens them," said O'Neill.

A similar proposal at Wells Fargo to have the San Francisco bank provide a report on its lobbying policies and practices received 19% of votes. There was no such proposal on the ballot last year.

Another Wells shareholder proposal, to split the roles of chairman and CEO, received the same level of support as last year, with just 16% of shareholders voting in favor, according to estimates from the company. It marked the tenth year in a row that the proposal for an independent board chairman has failed, according to data firm Proxy Monitor.

At PNC's annual meeting in Pittsburgh, the tone was dramatically different than last year.

Back then, the $351 billion-asset bank found itself the target of environmental groups who were calling for the Pittsburgh lender to halt financing of companies that do so-called mountaintop-removal coal mining. Those protests continued throughout the year at PNC's corporate campus, with police arresting some protestors.

By contrast, a representative from Earth Quaker Action Team, sporting a green T-shirt with a Biblical quote on it, showered plaudits on PNC Tuesday for its recent decision to scale back lending to MTR coal mining.

"We are here to gratefully acknowledge that PNC has determined that mountaintop-removal coal mining is deleterious to the environment, to our health and to the economy," Chris Baker-Evans told PNC's management and board during the meeting.

PNC is the latest bank to pull back from MTR coal-mining loans, but the company may have been in a trickier position than other banks. PNC is one of the largest providers of loans to the MTR industry, in large part because of its location in the heart of Appalachian coal country. In addition, one of PNC's corporate neighbors in Pittsburgh, CONSOL Energy, is among the largest MTR coal-mining companies.

In this context, PNC has positioned itself as a champion of environmental issues. As the annual meeting took place, construction workers across the street were putting the finishing touches on PNC's new corporate tower. PNC has said its new headquarters will be the "world's greenest skyscraper," featuring a "double-skin facade" that serves as a type of insulation, and a design that maximizes natural light. The building is projected to consume 50% less energy than a typical office building.

Just a few years earlier, PNC moved its operations center to a new building on the Monongahela River in Pittsburgh which, at the time, was the world's largest building to receive LEED silver certification.

"Thank you for recognizing the change," Bill Demchak, PNC's chairman and chief executive, said in response to Baker-Evans. "We have made a number of internal changes beyond the simple statement that our MTR coal mining exposure will be reduced."

One such change is that PNC during the first quarter hired its first environmental risk officer, whose responsibility is to analyze all credits for their environmental impact, not just loans tied to the coal industry.

The Earth Quaker Action Team will monitor that the bank is keeping its promises, Baker-Evans said. He also raised the specter of another potential battlefront. His group is considering a potential campaign to seek financial reparations from PNC and other companies whose past involvement in MTR coal mining has caused environmental and public-health damage in the Appalachian region. The group does not have immediate plans to seek reparations, he said.

Just eight shareholders asked questions of John Stumpf, Wells' chairman and chief executive, during the bank's meeting, including a couple of shareholders who are members of the Committee for Better Banks, which includes bank employees, unions and community groups advocating for higher employee pay.

In responding to one question, Stumpf said Wells spends $30 billion a year on compensation. Of its 270,000 employees, 40,000 received a promotion with a salary increase last year, he said. The lowest paid job at Wells Fargo pays 50% more than the federal minimum wage.

Rev. Mark Miller, a pastor at Westminster Presbyterian Church in St. Louis, asked what steps Wells Fargo was taking to reject what he called "pressure tactics" on employees to meet sales quotas.

"I don't recognize what you're talking about as far as excessive sales goals," Stumpf replied. "That is absent from our culture. If any team member feels they have to sell something, they should talk to a boss or human resources. We have an ethics line they can call."

Stumpf refused to say whether it would be acquiring all or part of General Electric's commercial lending business. Wells already has agreed to buy part of GE's $26.5 billion portfolio of office buildings and commercial properties in a deal with Blackstone Group.

Stumpf also was asked about federal regulators holding monthly meetings with bank directors.

"Yes, directors do have a more open and direct process with regulators, but not at the expense of management," he said. "Our directors are pushing back, where appropriate, to say, 'This is a management responsibility.' "

The Citi executives resolved to improve stock performance, which is currently trading at a discount and has been mostly flat since the financial crisis. Corbat says he empathizes with shareholders angry about having not recovered their crisis-era losses.

"I too was a shareholder, I too did not sell my stock, I too experienced the pain of the share price going down," he said.

The company is now in a much better position to return profit to shareholders after having passed its most recent stress test exam, he said. It expects to use its deferred tax asset over the next 10 to 12 years, Corbat told investors.

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