Tag Archives | pay

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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Brocade Communications Systems (BRCD): Proxy Score 43

Brocade CommunicationsBrocade Communications Systems, Inc. (BRCD), which provides storage area networking (SAN) and Internet protocol networking solutions, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/7/2015. ProxyDemocracy.org had the votes of two funds when I checked and voted on 4/2/2015.  I voted with management 43% of the time and assigned Brocade Communications a proxy score of 43. Publishers note: Elizabeth Chang, my administrative assistant, will be posting several of my votes for upcoming meetings.

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

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eBAY Commits to Gender & Racial Diversity: Issues Remain

eBayNew York State Comptroller Thomas P. DiNapoli and Trillium Asset Management today announced that they have withdrawn the shareholder proposal they filed at eBay Inc. (NASDAQ: EBAY) after the company agreed to revise its Governance Guidelines to include gender and racial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 →

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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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Apple Inc. (APPL): Proxy Score 83

appleUpdate: ISS recommends its clients vote in support of proxy access, calling the proposed eligibility requirements of my proposal at Apple robust, while safeguarding against abuses in the nominating process. Glass Lewis opposes the proposal because “given the company’s… positive financial performance, we do not believe that adoption of this proposal is necessary at this time.”

So, the tool you’ll need when the company is in trouble, you’re supposed to wait until the company is already in trouble to put that in place, according to Glass Lewis… then you wait again until you can make nominations? That’s like waiting until a building is on fire to install a sprinkling system. Apache is the latest company to support proxy access. That company, which sued retail shareowner John Chevedden rather than allow shareholders to vote to eliminate supermajority requirements, seems to have a better grasp of when proxy access is needed than proxy advisor Glass Lewis.

The C$238.8 billion ($189.4 billion) Toronto-based CPPIB and the $182.2 billion FSBA both plan to vote in support of a shareholder proposal calling for proxy access, enabling shareholders to use corporate proxy materials to nominate up to 25% of the board. CalSTRS ($186 billion) voted for proxy access, using the Glass Lewis voting platform. 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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Directors Forum 2015: Part 1

Directors Forum 2015 Opening Reception

Directors Forum 2015 Opening Reception

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 was 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. My notes are sometimes cryptic. Sorry but my time is better spent on other activities.

Tom Ridge

Tom Ridge

Directors Forum 2015: Sunday

Thomas J. RidgeCEO, Ridge Global, LLC

The Honorable Tom Ridge is the CEO of Ridge Global, which helps businesses and governments address risk management issues. He was the first Secretary of the U.S. Department of Homeland Security, another call to service for the former soldier, congressman and governor of Pennsylvania. Governor Ridge was the keynote speaker at the opening dinner. Continue Reading →

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Hain Celestial Group: Proxy Vote Score 14

Hain CelestialThe Hain Celestial Group, Inc. (NASD:HAIN), which manufactures, markets, distributes, and sells organic and natural products, is one of the stocks in my portfolio. Their annual meeting is coming up on 11/20/2014. ProxyDemocracy.org had collected the votes of two funds when I checked on 11/18/2014. Sorry for the late post. Today is the last day to vote online. I voted with management 14% of the time and assigned them a proxy score of 14.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the HAIN 2014 proxy in order to enhance corporate governance and long-term value.

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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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October 2014: 5, 10, 15 & 20 Years Ago in Corporate Governance

Mr. Peabodys WayBackMachineCorporate Governance Publisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC machine

Five Years Ago in Corporate Governance

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Procter & Gamble Company (PG): Proxy Score 44

P&GProcter & Gamble Company (PG), which manufactures and sells branded consumer packaged goods, is one of the stocks in my portfolio. Their annual meeting is coming up on 10/14/2014. ProxyDemocracy.org had collected the votes of three funds when I checked on 9/20/2014.  I voted with management 44% of the time and assigned them a proxy score of 44.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Proctor & Gamble 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Video Friday: Coca-Cola Needs an Independent Chair

KOThe Coca-Cola Company recently announced it would change its equity compensation plan, bowing to pressure from Wintergreen Advisers and other investors who saw the plan as harmful to Coca-Cola shareholders.

With its announcement, Coca-Cola finally conceded that the equity compensation plan it put to a vote of shareholders in April was outrageously excessive and inconsistent with past plans. This has been Wintergreen Advisers’ publicly expressed view since we first read Coca-Cola’s proxy statement in March of this year. Continue Reading →

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Video: Heads or Tails? The Art and Science of Executive Compensation

SVDXAll directors are keenly aware of their responsibility in setting executive and CEO compensation. Increased external pressure on — and opinions about — CEO pay and more crowded meeting agendas limit the available time for meaningful discussion and make this role more challenging than ever. The stakes in getting executive compensation right are high, with real opportunities to engage leadership and drive business results, but also with real risks of poor outcomes. Continue Reading →

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Heads Or Tails? The Art And Science Of Executive Compensation

SVDXI thought the title of the program referred to heads I win, tails you lose. Now, I’m thinking ‘art’ is one side of the compensation committee coin, ‘science’ the other. Titles that keep us on our toes – just like the programs held by the Silicon Valley Directors Exchange and the Rock Center for Corporate Governance at Stanford Law. The stakes in getting executive compensation right are high, with real opportunities to engage leadership and drive business results, but also with real risks of poor outcomes. As advertized: Continue Reading →

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