Statistical Trends

Company Action:
Newly Adopted or Extended Pills: GRS tracked 41 companies in its core research universe that adopted or extended shareholder rights plans in 2005.

Shareholder Proposals:

Volume of Shareholder Proposals in Past Years: Last year in 2005, there were 51 shareholder proposals related to poison pills. In 2004, shareholders submitted 101 such shareholder proposals. In 2003, there were 107 such shareholder proposals; in 2002, there were 81; in 2001, there were 37 proposals.

Voting Support for Shareholder Proposals in 2005: GRS has voting results for 25 poison pill proposals that came to a vote at the company's meeting. Seventeen of the 25 proposals (or 68 percent) received majority votes. Sixteen of these 25 proposals (or 64 percent) passed according the companies' own voting requirements.

Average Level of Voting Support: In 2005, poison pill shareholder proposals won an average approval of 60.1 percent of shares voted. (This figure is slightly lower than the average of 61.1 percent in 2004. Other averages in recent years were: 60.0 percent in 2003; 60.2 percent in 2002; and 57 percent in 2001.)

Shareholder Proposals in 2006: Currently, GRS is tracking 24 precatory (nonbinding) shareholder proposals on poison pills for 2006.

For Companies Receiving Shareholder Proposals on Poison Pills in Successive Years, Change in Level of Voting Support: In 2005, shareholders voted on proposals regarding poison pills at 14 companies at which similar proposals were also submitted and voted on in 2004. Support for the proposal increased at 7 of these companies.

Number of Companies with Pills:
Number of Companies with Poison Pills: As of the end of 2005, GRS tracked approximately 1,821 U.S. companies with active poison pills. Of GRS's core research universe of 1,917 companies, 953 have active pills.

Percentages of Companies with Poison Pills: In 2005, the proportion of larger companies with shareholder rights plans fell below 50 percent. Among S&P 500 companies, 46 percent had a poison pill at the end of 2005. In previous recent years, this percentage had remained above 50 percent. In these prior years, the proportion of S&P 500 companies with poison pills was: 53.8 percent of companies at the end of 2004, 57.6 percent of companies at the end of 2003, 60.0 percent of companies at the end of 2002, and 59.6 percent of companies at the end of 2001.

Poison Pill Trigger Thresholds
Percentage Ownership of a Company's Equity that Triggers Its Pill: Of the approximately 1,776 companies for which GRS has trigger information, 437 companies (24.6 percent) have triggers of 20 percent, 1,201 companies (67.6 percent) have 15 percent triggers and 111 companies (6.3 percent) have 10 percent triggers.