On February 27, 2015 Vanguard sent out an important letter to many boards of directors of publicly traded companies. The letter, signed by Vanguard’s Chairman and CEO, exhorts directors to follow best practices to ensure that corporate resources are stewarded effectively. But what happens to those boards of directors who are stubbornly entrenched? Continue Reading →
Author Archive | James McRitchie
My wife and I don’t have the resources to or stock holdings to allow us to file 75 proxy access shareholder proposals, like New York City Comptroller Scott Stringer’s Boardroom Accountability Project. However, I have been writing about proxy access for 20 years and, together with Les Greenberg, filed the petition in 2002 with the SEC that many have credited with renewing interest in the subject. We hope our efforts, although small, contribute to making companies more democratic and profitable. Continue Reading →
Hopefully, most CorpGov.net readers know at least some financial basics, otherwise they wouldn’t be interested in the rather arcane subjects we discuss.
Here’s a quick financial literacy test for readers, courtesy of Wharton professor Olivia S. Mitchell, who gave it to a small sample of subjects and came up with a number of conclusions: Continue Reading →
Replay the SEC Proxy Voting Roundtable. (Sorry no YouTube embedded video. You need to click a link.)
- Panel 1: Universal Proxy Ballots
- Panel 2: Retail Participation in the Proxy Process (starting about 1:44 into webcast)
Unfortunately, there is a gap about 2/3 of the way through for a fire drill. The second panel does come back but the video runs out while Nell Minow is speaking. As usual, she provides the best quote of the day: Continue Reading →
New York State Comptroller Thomas P. DiNapoli and Trillium Asset Management today announced that they have withdrawn the shareholder proposal they filed at eBay Inc. (NASDAQ: EBAY) after the company agreed to revise its Governance Guidelines to include gender and racial diversity among the qualities its seeks in its board members. Several other issues remain on the proxy. Continue Reading →
ProxyPulse, a partnership of Broadridge Financial Solutions and PwC’s Center for Board Governance, released its first report of 2015, based on results from the 2014 fall mini-season that analyzed beneficial shareholder data from 1,077 U.S. public company shareholder meetings. There are lessons here for both issuing companies and shareholders. Continue Reading →
Bank of America (BAC) shareholders can now look forward to nominating candidates to the Board of Directors in a deal negotiated by John Harrington, CEO of Harrington Investments, Inc., (HII) a socially responsible investment advisory firm based in Napa. The Bank adopted new “proxy access” bylaws reflecting changes driven by Harrington’s shareholder resolution. Continue Reading →
Cyber-Risk Forum as Advertised by SVDX
Directors aren’t chief technology officers (CTOs): What is the “right” level of inquiry and diligence when it comes to cyber-threats? Where will boards be held responsible for cyber-failures, and what can they do to protect their shareholders and themselves from frivolous suits? What did the Target board fail to do that the Wyndham board did so well? The panel includes active public company board members, a corporate governance expert steeped in the ethos of Silicon Valley and a renowned cyber-liability insurance expert. The program will be both practical and interactive. Continue Reading →
This guest post from Bruce Herbert of Investor Voice provides an overview of a simple majority vote counting shareholder initiative, which seeks to eliminate abstentions from the denominator in calculating votes as well as super majority threshold requirements that have not been approved by shareholders.
“Fair corporate suffrage is an important right that should attach to every equity security bought on a public exchange.”
– U.S. House of Representatives, Securities Exchange Act of 1934 Continue Reading →
Missing from the preliminary proxy statements of Illinois Tool Works $ITW and Huntington Ingalls Industries $HII are special meeting proposals from William Steiner, even though the SEC months ago withdrew no-action letters previously issued to the companies. (Illinois Tool Works and Huntington Ingalls Industries) Shareowners of these companies might want to inquire as to why the proposals were left off preliminary proxy statements. (see ITW and HII statements) Continue Reading →
Starbucks Corporation $SBUX, which operates as a roaster, marketer, and retailer of specialty coffee worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/18/2014. ProxyDemocracy.org had the votes of four funds (now more) when I checked and voted on 3/8/2015. I voted with management 81% of the time and assigned Starbucks a proxy score of 81.
View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Walt Disney 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →
The Board of the Employees’ Retirement System of the State of Hawaii (“ERS”) is searching for an experienced executive to become the Executive Director of ERS. Continue Reading →
Norges Bank, a long-time proponent and supporter of proxy access, issued Proxy Access at US Companies. Since it is very brief, I reproduce the text below. As reported by FT, Norway’s oil fund joins push for proxy access in US and others, Norges will also start publicizing its voting intentions before annual meetings. I hope others will follow their excellent example.
Proxy Access at US Companies: Position Paper
Disclosure of corporate lobbying expenses remain top shareholder proposal topics for 2015, as more than 60 investors have filed proposals with more than 50 companies asking for reports that include federal and state lobbying payments, political contributions and/or payments to trade associations used for lobbying and payments to any tax-exempt organization that writes and endorses model legislation.
In 2014, resolutions relating to corporate political and lobbying expenses of a company were among the most common shareholder proposal put forth during the proxy season for the fourth consecutive year, and it is expected that these will be among the most popular shareholder proposal topics for 2015 proxy season. The bulk of political spending resolutions fall under two categories, either requesting disclosure of lobbying expenditures or seeking disclosure of political contributions. Continue Reading →