JPMorgan Chase chairman and CEO Jamie Dimon is working to stop a non-binding shareholder proposal to strip him of his title as chairman of the company’s board. He narrowly survived the same threat last year, but that was before the full extent of the London Whale trading losses was known.
It’s tempting to compare the battle to influence this month’s vote to a close vote in Congress. Vote counting and whipping is having a moment in the cultural spotlight, in the form of Kevin Spacey’s diabolical Majority Whip character in "House of Cards." He does the job with menace and efficiency.
Rich Galen knows about managing close votes in real life. He was a high-level aide to Newt Gingrich when he was speaker of the House. First, they would draw up a list of certain yes and no votes, members who either don’t need convincing or were far beyond it.
“If it’s still too close to call,” Galen explains, “Then you literally rank the people on the fence in order of how badly you’re gonna need their vote.”
Conversations are had, ranging from friendly to threatening. Then on the day of the vote, the leadership team assigns staffers to shadow key members of Congress on the floor to make sure they vote as promised and as needed.
Galen and others in politics and business caution against drawing too many comparisons between the two very different voting situations. But if Dimon and his allies were to try to take a page out of the Capitol Hill playbook, any list of votes that are hopelessly against him would start with some large public pension funds.
Last year, the proposal to split the chairman and CEO roles came from the American Federation of State, County and Municipal Employees (AFSCME), a union whose pension fund owns JPMorgan shares. Some 40 percent of investors backed the proposal, a clear sign of unrest about Dimon’s leadership.
“There’s an inherent structural conflict of interest when the CEO is the chairman of the board,” says Lisa Lindsley, AFSCME’s director of capital markets.
Among another influential groups lined up against Dimon’s chairmanship are two big proxy firms. They advise shareholders on how to vote, and they're influencial because many shareholders don’t have time to look at every proposal involving every company they own stock in.
“It’s likely that shareholders who may not have supported this in prior years may be more inclined to support it this year, given the troubles with the London Whale,” says Robert McCormick, chief policy officer for Glass Lewis, one of the proxy firms. It generally opposes CEOs doing double duty as chairmen.
On the other hand, Warren Buffett and other influential investors back Dimon. Big money management, such as Fidelity and Vanguard, are reportedly undecided, so that means Dimon’s focus needs to be on their votes.
But unlike securing a majority among 435 congressmen, corporate shareholder battles involve too many votes for even a master whip to get into line for sure.