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D.F. KING: EXECUTIVE COMPENSATION SHAREHOLDER PROPOSALS MORE THEN DOUBLE OVER 1992; IMPACT OF NEW SHAREHOLDER COMMUNICATION RULES MINIMAL IN 1993

 NEW YORK, May 26 /PRNewswire/ -- D.F. King, the nation's largest independent investor communications and proxy solicitation specialist, announced today that in 1993:
 -- the volume of shareholder proposals relating to executive compensation more than doubled over the number of such proposals considered at shareholder meetings in 1992;
 -- based upon preliminary results, the volume of shareholder proposals to redeem or vote on poison pills, to establish confidential voting and to approve golden parachutes declined by 17 percent, 26 percent and 67 percent, respectively, from last year's levels, while there was little or no change in the number of shareholder proposals to provide for cumulative voting in the election of directors and the number of proposals to repeal classified boards;
 -- the total number of shareholder proposals considered at annual meetings has declined for the fourth consecutive year, largely due to a continuing increase in the number of negotiated settlements between issuers and proponents of shareholder resolutions -- approximately 34 percent of 351 proposed shareholder resolutions were withdrawn or omitted earlier this year according to the Investor Responsibility Research Center and D.F. King's records; and
 -- with few exceptions, new proxy rules allowing for, among other things, greater communication among shareholders, have had a minimal impact.
 John J. Gavin, president of D.F. King, stated, "Very few shareholder activists took advantage of the proxy rule changes, which substantially increased the opportunity to communicate freely with their fellow investors. However, when such communications occurred, the percentage of votes cast for adoption of shareholder proposals increased significantly."
 Outlook
 Commenting on the future impact of the new rules, Mr. Gavin said, "As we have seen with Allergan and Paramount, institutional investors have only just begun to exploit the opportunities created by the new proxy rules. As time progresses, we expect greater communication between and among institutional investors on corporate governance issues. In addition, shareholder activists will adopt more sophisticated and effective communication techniques, resulting in more negotiated settlements and still greater levels of investor support for proposals that come to a vote."
 Citing the growing number of negotiated settlements, Mr. Gavin commented, "In 1994, we will see continued institutional interest in corporate performance and board composition and accountability. In the absence of strategic management initiatives to communicate more effectively with investors, certain institutional investors will become more ambitious in their attempts to influence or control corporate directors and managers.
 "We will see, under extreme circumstances, more aggressive institutional demands, backed by implicit threats to nominate single candidates or minority slates for election as directors. A growing number of institutional investors are purchasing larger equity stakes in fewer companies. In addition, they will seek to exert greater influence over strategic long-term planning at such companies. For these reasons, among others, public companies in pursuit of growth and progress in the marketplace can hardly afford to ignore their institutional owners."
 Founded in 1942, King is recognized primarily for its consulting and related service in corporate governance and control matters. Today, King assists more than 500 public companies, including over 100 of the Fortune 500 and a growing number of companies domiciled overseas. The firm's services are fully integrated and include: corporate governance and control planning; investor and financial media relations; proxy solicitation; information agent services and securities ownership and trading analysis. Headquartered in New York City's financial district, King maintains regional offices in London and Los Angeles.
 -0- 5/26/93
 /CONTACT: John W. Cornwell or Marisa A. Heine of D.F. King & Co., Inc., 212-269-5550/


CO: D.F. King & Co., Inc. ST: New York IN: SU: ECO

CK-OS -- NY016 -- 2370 05/26/93 10:27 EDT
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Publication:PR Newswire
Date:May 26, 1993
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