Shareholders submitted a record number of corporate governance and executive compensation proposals during the 2003 proxy season. This increase in shareholder activism is likely due to mistrust and skepticism in the wake of recent corporate scandals. Stockholders have long understood that their boards of directors represent them as the owners of the company, but frauds such as those at Tyco and Enron indicate that boards are not living up to those responsibilities. In an attempt to make the boards aware of and more responsive to their interests, shareholders are increasingly submitting proposals for the proxy solicitation and annual meeting.
In an unusual move, the SEC is …