CalPERS is urging Old Republic International Corp. shareholders to vote in favor of a proxy-access proposal at the insurance underwriting company's annual meeting Friday.
"An overwhelming 74% of shareowners supported the same proposal a year ago," said Anne Simpson, investment director, sustainability, at the $320.7 billion California Public Employees' Retirement System, Sacramento, in a news release Wednesday. "We are once again making a request that the Old Republic board of directors be accountable to shareowners and adopt a director nomination process that is widely recognized as corporate governance best practice."
The terms for proxy access proposed by CalPERS are ownership of at least 3% of the company's outstanding stock, three years of continuous ownership and the ability to nominate up to 25% of the company's board.
The $202.8 billion California State Teachers' Retirement System, West Sacramento; $189.4 billion Florida State Board of Administration, Tallahassee; C$316.7 billion ($230.8 billion) Canada Pension Plan Investment Board, Toronto; and the $133.2 billion Texas Teacher Retirement System, Austin, all support the proxy-access proposal, according to their proxy-voting disclosures.
All four entities are also withholding their votes for the re-election of the four named directors. CalPERS is withholding its votes for the re-election of two of the directors.
A CalPERS spokesman said in an email that the pension fund is withholding its support for the directors “for not being accountable to shareowners” by failing to adopt the non-binding proxy access proposal that was supported by the majority of shareholders last year. The two directors are members of the company's governance and nominating committee.
In its proxy statement, Old Republic urged shareholders to vote against the proxy-access proposal.
A.C. Zucaro, chairman and CEO, was not immediately available for comment.