At SmithKline Beckman Corp., a shareholder resolution calling for the company's withdrawal from South Africa won support from 16.8 percent of the shares voted at its annual meeting.
At Unisys Corp., a shareholder resolution calling for the company to abandon a "poison-pill" takeover defense won the support of 22.3 percent of the shares voted.
At VF Corp., a shareholder resolution calling for a study of employment discrimination at its plants in Northern Ireland won support of 9.9 percent of the shares.
At Cigna Corp., a shareholder resolution opposing the company's "fair-price" takeover defense drew the support of 32.3 percent of the shares.
Though these measures all lost, they nevertheless signal a surprising shift in corporate affairs. Shareholders are seeking as never before to influence the governance and conduct of the companies they own.
Shareholders introduced a record number of proposals for consideration at annual meetings this year, according to the Investor Responsibility Research Center.
Those proposals also attracted record votes at annual company meetings, according to the Washington-based group.
IRRC, a nonprofit organization, tracks shareholder activity at 1,200 publicly traded companies and does research on issues of concern to shareholders. This year, the group identified 322 resolutions initiated by shareholders and considered at annual meetings. The total far surpassed the number put forth in any previous year, said Peg O'Hara, a spokeswoman for IRRC and editor of its Corporate Governance Bulletin.
Until recent years, corporations managed to keep all but a handful of shareholder resolutions from coming to a vote. Complex securities regulations and cumbersome bylaws created legal obstacles for assertive shareholders. Top executives routinely ruled shareholder proposals out of order or mounted expensive, time-consuming legal challenges.
Some well-heeled private investors -- Lewis Gilbert, John Gilbert and Evelyn Y. Davis -- mastered this game decades ago and have served as self-proclaimed advocates for shareholder rights. These days, Davis and the Gilbert brothers are no longer alone.
In recent years, church organizations and religious groups concerned about moral issues have launched campaigns to influence corporate conduct. These groups have been seeking to apply their religious principles to the management of their investment portfolios.
As shareholders, they have been raising questions about the role of corporations in producing nuclear weapons, conducting business in South Africa, overcoming employment discrimination and similar social or political issues.
Such groups have gotten an important boost from public-employe pension funds. As the Rev. Leon H. Sullivan of Philadelphia sought to enlist corporations in the drive to end apartheid, his backers asked governmental bodies to support their position by prohibiting investment of pension funds in uncooperative companies. Sympathetic state legislatures and city councils enacted measures that set guidelines for their money managers.
The results of such pressure have been increasingly apparent in voting on shareholder resolutions. Proposals calling on companies to withdraw from South Africa drew 12.4 percent of shares voted this year, up from 7.8 percent last year, according to IRRC.
These totals represent a groundswell of investor activism. In 1982 and 1983, resolutions calling for withdrawal of businesses from South Africa drew support from only about 2 percent of shares voted.
Shareholder measures on a wide range of other social issues also have been gaining backers.
Proposals questioning company involvement in the Strategic Defense Initiative and other space weapons attracted the support of 5.2 percent of the shares voted, up from 4.6 percent last year.
Proposals calling for adoption of the MacBride principles, which address employment discrimination against Catholics in Northern Ireland, also received more support. "The resolutions made an impressive showing," according to Patrick Doherty, who has introduced several of the measures for the New York City Employes' Retirement System.
In light of this growing support, corporate officials are paying more attention to sponsors of the shareholder measures. Chief executives often viewed Evelyn Davis and other individual shareholders as annoyances, but they are paying more attention to the institutional advocates.
The active role undertaken by the billion-dollar pension funds has produced "a change in the tone of the debate," according to Tim Smith, executive director of the Interfaith Center on Corporate Responsibility in New York. Management is treating shareholder resolutions on social issues more seriously, Smith said.
That is not the case, however, on issues of corporate governance. On those questions, management "pulled out all the stops" to oppose shareholder measures, O'Hara said, particularly those calling for elimination of "poison-pill" provisions.
Poison pills allow stockholders to buy additional shares at bargain prices in case of a hostile takeover bid, thereby making a target company more expensive and less attractive to a potential acquirer. Hundreds of companies adopted this takeover defense since its legality was upheld by the courts in 1985.
This year, a group of huge public-employe pension funds launched a systematic campaign to abolish poison-pill provisions. For them, the issue is a matter of protecting their financial interests.
A study by the chief economist of the Securities and Exchange Commission, released in October, found that the price of a company's stock declined an average of 1.7 percent within two days after installation of a poison pill.
Among the shareholder proposals tracked by IRRC this year, 32 called upon companies to rescind poison-pill provisions or submit them to stockholders for ratification.
These proposals garnered an average of 29 percent of shares voted. Last year, no shareholders introduced resolutions opposing poison-pill measures.
The tallies this year ranged from a low of 14 percent at American Stores Co. to a high of 45.9 percent at AMR Corp., the parent of American Airlines.
Such support reflects the extraordinary financial resources of the institutions opposing the poison pills. The California State Teachers' Retirement System, a pension fund with assets of more than $23 billion, put forth 14 of the resolutions, acting in conjunction other large pension funds.
"I don't know what our share of corporate America is, but it's a ton," said Larry Kurmel, chief executive officer of the California Teachers' fund. "We've been networking on this because we all have the same problem."
Generally, corporate managers have resented the intrusion of shareholders, even such large investors as the pension funds, in the affairs of the business. Instead of trying to run the company, managers have suggested, unhappy investors should vote with their feet.
"We're not trying to run these corporations," Kurmel said, "but when you're sitting on 800,000 shares of stock, it's not easy to sell because you're unhappy" with the management.
Before a company introduces a poison pill, he said, the matter "ought to be ratified by shareholders. The question is: Who owns the company?"
Kurmel said his fund would be back next year with more shareholder resolutions and that he expects that other public-employe pension funds will be back, too.
''What these big institutional investors want is to be listened to,'' O'Hara said.