Events James McRitchie will attend

James McRitchie, CorpGov.net Publisher

Events CorpGov.net publisher James McRitchie will attend:
ICGN Boston Event – 29-30 September, Westin Copley Plaza in Boston, MA.
CII’s 2015 fall conference. Event will take place from Wednesday, September 30 to Friday, October 2 at the Westin Copley Plaza in Boston, MA.

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Coca-Cola Co (KO): Proxy Vote 58

Coca-ColaThe Coca-Cola Co (KO), which primarly manufactures and distributes various nonalcoholic beverages, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/29/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 4/22/2015 (they now have more). I voted with management 58% of the time and assigned Coca-Cola a proxy score of 58.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Coca-Cola 2015 proxy in order to enhance  Continue Reading →

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Citigroup Inc (C): Proxy Score 48

citigroupCitigroup Inc (C), which provides various financial products and services for consumers, corporations, governments, and institutions worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/28/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 4/21/2015. I voted with management 48% of the time and assigned Citigroup a proxy score of 48. Continue Reading →

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Bio-Rad Laboratories (BIO): Proxy Score 33

Bio-Rad LaboratoriesBio-Rad Laboratories, Inc. (BIO), which manufactures and supplies products and systems used to separate complex chemical and biological materials, as well as to identify, analyze, and purify their components for life science research, healthcare, analytical chemistry, and other markets, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/28/2015. ProxyDemocracy.org had the vote of two funds when I checked and voted on 4/22/2015. I see CalSTRS voted with management on all issues. I voted with management 33% of the time and assigned Bio-Rad Laboratories a proxy score of 33. Continue Reading →

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Runaway Management: SVDX/Rock Center Event

RunawayIt was another great jointly sponsored event at Stanford Law on April 16, 2015 – this one on runaway management teams.

As noted in the promo for the event:

Board membership is difficult enough these days, even when the relationship between board and management functions well. But when faced with runaway management teams, the situation can quickly devolve, increasing business and legal risks for the company and its board members. What key principles should guide directors and their advisors when a management team ignores the board’s advice or refuses to keep the board fully informed on important business developments and strategic issues? What practical steps should board members consider when facing management teams who will not heed strategic advice? That elevate their own interests above those of the company? Or that engage in questionable and self-serving practices? Should a board member take control of the situation? Call a litigator? Fire the CEO? Resign?

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International Business Machines (IBM): Proxy Score 50

IBMIBM (International Business Machines Corp.), which provides information technology (IT) products and services worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/28/2015. ProxyDemocracy.org had the vote of four funds when I checked and voted on 4/21/2015. I voted with management 50% of the time and assigned IBM a proxy score of 50.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the IBM 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Boeing Co (BA): Proxy Score 47

BoeingBoeing Co (BA), which designs, develops, manufactures, sells, services, and supports commercial jetliners, military aircraft, satellites, missile defense, human space flight, and launch systems and services worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/27/2015. ProxyDemocracy.org had the vote of one fund when I checked and voted on 4/21/2015. I voted with management 47% of the time and assigned Boeing a proxy score of 47. Continue Reading →

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Kellogg Company (K): Proxy Vote 75

KelloggKellogg Company (K), which manufactures and markets ready-to-eat cereal and convenience foods, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/24/2015. ProxyDemocracy.org had the vote of no funds when I checked and voted on 4/20/2015. I also see that CalSTRS votes still are not getting picked up but they voted with management on everything except the shareholder proposal.  I voted with management 75% of the time, and assigned Kellogg a proxy score of 75. Continue Reading →

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3M Co (MMM): Proxy Score 58

3M3M Co (MMM), which operates as a diversified technology company worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2015. ProxyDemocracy.org had the vote of no funds when I checked and voted on 4/15/2015.  I voted with management 58% of the time and assigned Johnson & Johnson a proxy score of 58.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the NCR Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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General Electric Company (GE): Proxy Score 57

GEGeneral Electric Company (GE), which operates as an infrastructure and financial services company worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2015. ProxyDemocracy.org had the vote of two funds when I checked and voted on 4/15/2015.  I voted with management 57% of the time and assigned General Electric a proxy score of 57.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the General Electric Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Change the System

Chelsea Clinton says Change the System

In an unscripted moment at a Clinton Foundation event in Miami, Chelsea mentioned a study that shows there are more men named John, Robert, William or James on corporate boards than there are total women corporate directors. Upon hearing that statistic, Hillary, who was on stage with Chelsea, joked, “sounds like we need to change our names!” Chelsea emphatically cut in to raucous applause: “No, we need to change the system.”

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Johnson & Johnson (JNJ): Proxy Score 44

Johnson & JohnsonJohnson & Johnson (JNJ), which researches, develops, manufactures, and sells various products in the health care field worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 4/17/2015.  I voted with management 44% of the time and assigned Johnson & Johnson a proxy score of 44.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Johnson & Johnson 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Activist Investing Trends & Impact on the M&A Market

M&A-cartoonM&AThe second annual Kirkland & Ellis Law Forum at Stanford’s Rock Center for Corporate Governance, brought together a leading academic, legal practitioners, and an investment banker to discuss recent trends in activist investing and their impact on the M&A market. What follows are my cryptic notes. The Center will probably post the video at some point, so view that if interested.

Activism has become a key catalyst for merger and acquisition (M&A) activity and corporate spin-offs (especially in the technology industry), while activist opposition has impacted announced deals.

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NCR Corporation (NCR): Proxy Score 50

NCRNCR Corporation (NCR), which provides solutions and services that enable businesses to connect, interact, and transact with their customers worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2015. ProxyDemocracy.org had the vote of one fund when I checked and voted on 4/14/2015.  I voted with management 50% of the time and assigned NCR Corporation a proxy score of 50.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the NCR Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Government Service Golden Parachutes at C, GS, JPM, MS

Government Service Golden Parachutes

Government Service Golden Parachutes

citigroupI recently received an email from the AFL-CIO Reserve Fund urging a vote in favor (“FOR”) their shareholder resolutions asking Citigroup (C), Goldman Sachs (GS), JPMorgan (JPM), and Morgan Stanley (MS) to issue a report to shareholders disclosing the dollar amounts of government service golden parachutes – pay their senior executives will receive if they voluntarily resign to enter into government service.

GSThe proposal is a good idea. I hope to be following up with posts on how I voted at Citigroup (C) and Goldman Sachs (GS). I do not own any shares of  JPMorgan (JPM) or Morgan Stanley (MS). Below is the the AFL-CIO rationale for why “government service golden parachutes” do not serve the interests of shareholders. Continue Reading →

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Proxy Access at FirstMerit, No Exception

FirstMerit

Morrow&Co

Morrow&CoFirstMerit (FMER) included a management proposal for proxy access in their annual meeting agenda and excluded a shareholder proposal on the same topic from the Firefighter’s Pension System of the City of Kansas City with a higher cap on nominees. See Proposal #4 Proxy Access. What was even more startling in the ‘news’ from an April 3rd Morrow & Co. advisory was that “ISS did not make reference to the shareholder proposal that was omitted from the proxy,” recommended in favor of the proposal and was not recommending a withhold on any directors. Continue Reading →

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