Tag Archives | ISS

Starbucks Corporation (SBUX): Proxy Score 81

StarbucksStarbucks 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 →

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Apple: The Case for Proxy Access

apple

Update: Preliminary voting results indicate that our proxy access proposal got 39% of the vote. Yes, the proposal could have been worded to more closely conform to the Rule 14a-11 standards. Hopefully, Apple got the message and will propose a “best practices” revision of their articles and bylaws as needed for the 2016 annual meeting. If not, we’ll be back at that meeting with our own proxy access proposal.

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The Walt Disney Company (DIS): Proxy Score 79

DisneyThe Walt Disney Company $DIS, which operates as a worldwide entertainment company, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/12/2014. ProxyDemocracy.org had the votes of four funds when I checked and voted on 3/8/2015.  I voted with management 79% of the time and assigned them a proxy score of 79.

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 →

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Qualcomm Incorporated (QCOM): Proxy Score 89

QualcommQualcomm Incorporated (QCOM), which designs, develops, manufactures, and markets digital communications products and services in China, South Korea, Taiwan, and the United States, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/9/2014. ProxyDemocracy.org had the votes of four funds when I checked and voted on 3/2/2015.  I voted with management 89% of the time and assigned them a proxy score of 89.

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

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Berry Plastics Group: Proxy Score 33

Berry Plastics logoBerry Plastics Group Inc. (BERY), which manufactures and distributes plastic consumer packaging and engineered materials in North America and internationally, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/4/2014. ProxyDemocracy.org had the votes of only one fund when I checked and voted on 3/1/2015. However, I was able to find the votes of CalSTRS. I voted with management 33% of the time, so assigned them a proxy score of 33.

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

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Directors Forum 2015: Part 2

Stay Or Go

‘Stay Or Go’ Panel

Disclaimer: I’m sharing a few notes from Directors Forum 2015 held at San Diego University beginning 2/25/2015 and ending 2/27/2015. The Forum is held under the Chatham House Rule, so you won’t read any juicy tidbits here. However, I do hope to give readers some flavor of the topics discussed and a little on the general range of opinions. I have take slight liberties with the rule with regard to individual featured speakers, giving some sense of their talks without revealing the specifics of cases raised or providing quoted material of any substance.

Kerrii Anderson

Kerrii Anderson

Directors Forum 2015: Session 3 “Should We Stay or Should We Go? At Play on the Global Stage

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Video Friday: Rise of Controlled Corporations

Rock Center for Corporate GovernanceOn January 12, 2015, Stanford’s Rock Center for Corporate Governance hosted a panel discussion called “The Rise of Controlled Corporations.” Unfortunately, this is one program at the Rock Center that I missed.

With Alibaba’s recent IPO on NYSE (instead of Hong Kong or China), the “one-share, one-vote” corporate governance standard has once again been challenged. Continue Reading →

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Alignment Gap Between Say on Pay Voting & Creating Value

Alignment Gap Between Say on Pay Voting & Creating ValueA new study finds that economic value creation is not a major factor in institutional investors’ Say-on-Pay voting, nor in the recommendations of the two largest proxy advisors that counsel investors how to vote. The research reveals that there is no material difference between institutional investors’ Say-on-Pay voting for those companies that create economic value as compared to those that destroy value. Continue Reading →

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United Natural Foods (UNFI) – Proxy Score 82

UNFIUnited Natural Foods, Inc. (UNFI) , which distributes and retails natural, organic, and specialty foods, as well as non-food products primarily in the United States and Canada, is one of the stocks in my portfolio. Their annual meeting is coming up on 12/17/2014. ProxyDemocracy.org was down when I checked and voted on 12/14/2014. I hope they are able to obtain continued funding to keep the site going. If anyone would like to make a tax deductible contribution to that effort, please email Andy Eggers, cc James McRitchie (I’ll match whatever you contribute up to $2,500). I voted with management 82% of the time and assigned them a proxy score of 82.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the United Natural Foods 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Guidewire Software (GWRE) – Proxy Score 33

GuidewireGuidewire Software Inc ($GWRE), which provides software products for property and casualty insurers, is one of the stocks in my portfolio. Their annual meeting is coming up on 12/4/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 12/1/2014. Sorry for the late post. Tomorrow is the last day to vote online. I voted with management 33% of the time and assigned them a proxy score of 33.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Guidewire Software 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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CEO Pay: Link to the Cost and Future Value of Capital

IRRCi study on CEO PayTotal shareholder return (TSR), is the most frequent metric used to pay CEOs for performance. The authors of this excellent study from IRRCi believe CEO pay should, instead, be linked to the cost and future value of capital.

CEO Pay for ‘Performance”

In 1993, Congress amended the tax code to tie executive pay to “performance” metrics. To be a deductible business expense, pay had to be linked to performance. Stock price was an easy proxy for performance and the link was acceptable to the IRS. Before the amendment, in 1991, average CEO pay at large public firms was 140 times that of average employees. By 2003, it was approximately 500 times. Whereas equity-based compensation at such firms was zero percent in 1984, it climbed to 66% by 2001. The percentage of CEO pay from stock option grants rose from 35% in 1994, to 85% by 2001.

As the authors point out, “total shareholder return is, by far, the most dominant performance metric in long-term incentive plans.” Yet, increased TSR often has little to do with actually growing a business for the long-term. The rise of fall in stock price generally has little to do with CEO effort. When there is effort involved, rewards come quicker through cost-cutting (firing employees, reducing R&D), stock buybacks or financial engineering than by developing new products, training staff or increasing sales. Continue Reading →

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Say-On-Pay Key Coordination Issues

Say-on-Pay (SOP)A recent paper [Miriam Schwartz-Ziv and Russ Wermers,  Do Small and Large Shareholders Have a Say-on-Pay? (October 15, 2014) available at SSRN] investigates the voting patterns of shareholders on Say-On-Pay and finds that ‘small’ shareholders are more likely than large shareholders to use the non-binding Say-On-Pay vote to govern their companies, are more likely to vote for an annual Say-On-Pay vote, and are more likely to vote “against” Say-On-Pay (i.e., to vote against the pay package). Continue Reading →

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Will Corporate Elites Attack Public Opinion Next?

WallGreed

Public Opinion

Entrenched corporate elites may need to up their public opinion game. Robert Monks and Nell Minow are near the top of their attack list. (Shareholder crusaders Monks and Minow speak out) Having been sued several times for having the audacity to make recommendations to boards via shareowner proposals, I’m on there too. (see EMC v. John Chevedden and James McRitchie: Case Dismissed, as well as Deal Professor Equates Filing Proxy Proposals with Terrorism) Of course, proxy advisors, such as ISS and Glass Lewis are at the top for frequently advising clients to vote in favor of shareowner proposals and against those of management. Research now indicates, public opinion may be next. Continue Reading →

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H&R Block (HRB): Proxy Vote Score 54

hrb-logoH&R Block $HRB, which provides tax preparation and related services to the general publicis one of the stocks in my portfolio. Their next annual meeting is September 11, 2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 9/7/2014. I also checked the votes of OTPP and CalSTRS. All advance disclosers that I know of except CBIS voted in favor of all items. I voted with the Board’s recommendations 54% of the time and assigned them a proxy score of 54. View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the H&R Block proxy in order to enhance corporate governance and long-term value.

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Annies (BNNY): Proxy Score 66

Annies $BNNYAnnies Inc $BNNY, which produces, markets, and distributes natural and fantastic organic food productsis one of the stocks in my portfolio. I bought into the company not only because of their products but also because Annies has more women executives and directors than most. I am hoping that helps them connect with their customers. Unfortunately, they apparently have no minorities on their board. Annies’ next annual meeting is September 9, 2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 8/27/2014, plus I also found how CalSTRS voted. I voted with the Board’s recommendations 66% of the time and assigned them a proxy score of 66. View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Annies proxy in order to enhance corporate governance and long-term value.

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