Tag Archives | proxy access

Citigroup Inc (C): How I Voted – Proxy Score 33

citigroupCitigroup Inc $C, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2014. ProxyDemocracy.org had collected the votes of no funds when I checked and voted on 4/15/2014.  I voted with management 33% of the time.  View Proxy Statement. Why an index with no links? That seems so basic. Perhaps Citi doesn’t want to make reading the proxy easy? Continue Reading →

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Take Action: Vote Proxy Access at Citigroup (C)

citigroupThe deadline for voting online is April 21st. My proposal, #8 on Citi’s proxy (page 97), would bring proxy access (page 40) to our company by allowing shareowners to place board nominees on Citi’s proxy. Don’t be fooled by Citi’s opposition statement, which calls the ownership thresholds “low.” In reality, 1% of Citi is huge; about $1.4B.

The largest shareowners at Citi, Vanguard and SSgA have never initiated an activist campaign but they might vote for candidates put forward by other investors. Public pensions are more likely to take the activist role and nominate candidates.  The four largest public pension funds combined — CalPERS (35%), New York State Common (0.33%), CalSTRS (0.18%), and Florida SBA (0.17%) — would barely hold enough shares to nominate three board members directors under my proposal. Continue Reading →

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Apple Inc. (AAPL): How I Voted – Proxy Score 89

silver-apple-logo-apple-pictureStockUnderValueExtraxtionApple Inc. (NASD:AAPL) is one of the stocks in my portfolio. Their annual meeting is coming up on 2/28/2014. ProxyDemocracy.org was down for maintenance when I checked and voted on 2/19/2014, so no voting advice there. I checked a few other sources such as CalPERS, Florida SBA and OTPP but none had disclosed their votes on their sites as of yesterday. I voted with 89% of the Board’s recommendations. View Apple’s Proxy Statement. Continue Reading →

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Proxy Access is Needed at Apple

silver-apple-logo-apple-pictureDespite the Apple Board’s best effort to obtain a “no-action” letter to exclude my proxy access proposal, it is included among the items to be voted on at or before the annual meeting to be held on February 28 at our Company’s principal executive offices in Cupertino, CA.  See Apple’s proxy, Proxy Proposal 11, ‘Proxy Access for Shareholders’ on page 63. (A minor gripe – why doesn’t Apple provide a linked index to our proxy so that shareholders can easily flip to the subject they are looking for? Let’s hope part of their strategy isn’t making it too hard to analyze the issues and vote.)

Here’s the thrust of my argument. We need directors who can address the big money pile – not with short-term buyback strategies that facilitate extraction of value but with long-term strategies that create value. Investing $150B in Treasuries or money markets is not efficient use of our money. The returns of Google Ventures, for example, are far above the industry’s mean. There is no reason why Apple couldn’t also put our money to good use though an Apple Ventures type of vehicle or through a revamped and enhanced Blue Sky program.  Continue Reading →

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Last Opportunity to Vote for Proxy Access at Reeds Inc. (REED)

ReedsRedReeds, Inc $REED; you read the Proxy, the crazy Preliminary Proxy, and the rationale for proxy access. You’ve seen the movie, where I  explained the need for proxy access Now, don’t forget to vote! The annual meeting is December 20, 2013.  According to ProxyVote.com, Internet voting is accepted up to 11:59 p.m. (ET) the day before the meeting/cut off date. That’s Thursday! Below are my proxy recommendations.  Continue Reading →

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Reeds Inc. (REED): The Case for Proxy Access & How I Voted

ReedsIn mid-July I e-mailed investor relations at Reeds Inc. $REEDGojiGinger_Kombucha (IR@reedsinc.com) asking if REED had a classified board or plurality requirements for director elections. Can shareowners call a special meeting or act by written consent? What supermajority requirements are in place re M&A or other actions? No response. This surprised and disappointed me since they were prompt in answering previous e-mails: Make kombucha; we’re already working on it. Try one with coconut water and ginger; good idea. Where can I find Reeds Kombucha in Sacramento?; here’s a list.

According to FactSet Research Systems, “insider/stake ownership” at REED is 33.5% of the company’s float. Being almost a controlled company, maybe they don’t feel the need to respond to inquiries from ‘outside’ shareowners about the firm’s corporate governance.  They not only didn’t answer me, they blocked me from following their Twitter feed. Maybe management and the current board think the less outside shareowners know, the better for them? Continue Reading →

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Corporate Governance: Stepping Back in Time From October 2013

MrPeabodysWayBackMachinePublisher’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

  • The Treasury is injecting $125 billion into nine big banks and making a like amount available for other banks that apply. Those financial giants owed their executives more than $40 billion for past years’ pay and pensions as of the end of 2007, a Wall Street Journal analysis shows. (Banks Owe Billions to Executives, 10/31/08) How much of our $250 billion bailout will go to pay for special executive pensions and deferred compensation, including bonuses? Will our disgust with those who brought us the financial melt-down lead to an upsurge in mutual banks and credit unions?
  • Jackie Cook, the founder of Fund Votes, told SocialFunds.com, “Executive compensation is at the heart of a growing problem Continue Reading →
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Dissident Directors and Proxy Access: Best Defense May Be the Same

Directors&Boards3rdQtr2013coversilver-apple-logo-apple-pictureI have a ‘no-action’ request by Apple on my desk. They are fighting my attempt to include consideration of a proxy access proposal at their next annual meeting. Like most no-action requests to the SEC, this one is full of dry uninspired attempts to raise procedural minutiae as a basis for exclusion. Also sitting on my desk is the latest issue of Directors&Boards with the following sentence in huge type on the cover: Should You Serve on an Activist’s Slate?

That looks a lot more interesting. Apple can wait. Won’t it be nice, I think, when boards welcome proxy access, the new ideas and candidates that are likely to follow? Let’s see what they have to say at Directors&Boards. Continue Reading →

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Reeds, Inc. (REED): My 1st Attempt to Collaborate Through Sharegate

sharegateReedsI’ve started to use Sharegate.com to network with other shareowners around specific companies. The first company I’m working on through Sharegate is Reeds (REED). I think our company’s product line is strong but management and the board appear to be weak in distribution skills. After years of refining and growing their fine products, #REED still is not profitable.

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Corporate Governance: Stepping Back in Time

MrPeabodysWayBackMachineFive years ago in Corporate Governance

Publisher’s Note: Yes, you’ll find many broken links. 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. 

Since 2005, KLD has studied the S&P 100’s sustainability reporting practices for the Sustainable Investment Research Analyst Network, a working group of the Social Investment Forum. The 2008 Sustainability Report Comparison reveals encouraging news. Of the 100 largest U.S. publicly-traded companies, 86 maintain corporate sustainability websites and 49 produced sustainability reports in 2007. Continue Reading →

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Corporate Elections: Looking in the Wrong Places

Congress$Bartlett Naylor, Financial Policy Reform Advocate, and Taylor Lincoln, Research Director, both with Public Citizen’s Congress Watch division, wrote an excellent post recently, Looking for Conflict in All the Wrong Places. They criticize the the Congressional hearing entitled “Examining the Market Power and Impact of Proxy Advisory Firms.”

Instead of proxy advisors, Congress should be looking at the JPMorgan proxy vote, where $5 million of the company’s money – shareholders’ money – was used to contest the resolution to split the CEO and chairman roles. And, of course, our money – the money of shareholders – is also being used right now to lobby Congress to weaken our rights. Continue Reading →

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Netflix: More Reasons for Proxy Access

Netflix, Inc. ($NFLX) is one of the stocks in my portfolio. Their annual meeting is coming up on 6/7/2013. I reported how I voted and why I am proposing proxy access in Netflix Needs Proxy Access – Proxy Score 10 Out of 100.

I’ll just add that so far this year, insiders of NFLX have sold approximately 635M in shares and have purchased zero shares. The stock price has risen dramatically since my wife filed har proxy access resolution last year. Hopefully, that won’t deter shareowners from voting for better corporate governance, which should help protect shareowners now and in the future. Below, I reproduce the full analysis by John Laide of proposals to be voted on at the NFLX annual Continue Reading →

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Netflix Needs Proxy Access – Proxy Score 10 Out of 100

Netflix, Inc. ($NFLX) is one of the stocks in my portfolio. Their annual meeting is coming up on 6/7/2013. ProxyDemocracy.org had collected the votes of one fund when I checked on 5/25/2013. I voted with management only 10% of the time.  View Proxy Statement. NFLX is another supposedly high-tech company with no hyperlinks in their proxy statement. In fact, they don’t even include an index. They either don’t want investors to be able find information or they just don’t care enough to bother. While the stock has risen recently, the company remains risky because of poor corporate governance. Continue Reading →

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Goldman Sachs (GS): Vote for Proxy Access

Goldman Sachs ($GS) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/23/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 5/15/2013. I’ll check back and may post again on GS before the voting deadline, depending on developments. I voted with management 26% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Proxy Access at Bank of America May 8th

Re opposition to John Harrington’s proxy access proposal at Bank of America ($BAC), based on language that I helped develop.  For background, see Bank of America (BAC) Faces Proxy Access on May 8th. I hope opponents will reconsider. From one analysis recommending a vote against:

While this amount ($660 million) is significant in absolute terms, shareholders may have divergent views on whether it constitutes a meaningful ownership interest for the purpose of nominating board candidates. Historical voting results show little investor support for proposed access rights with low ownership thresholds, particularly when such thresholds fall well below the 3 percent threshold adopted by the SEC in its now-vacated proxy access rule.  (my emphasis and addition of the $660M figure)   Continue Reading →

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Bank of America (BAC) Faces Proxy Access on May 8th

John Harrington, of Harrington Investments, will present his proposal on proxy access at the upcoming Bank of America (BAC) meeting on May 8th in Charlotte, North Carolina. It will be the first time language modified to provide a floor for retail nominators of at least 1/2% will be voted on.

That modification was made in an attempt to win over proxy advisors who were concerned the previous version could theoretically allow retail shareowners with as little as $100,000 in equity to nominate directors.  Under the revised proposal, the minimum threshold for a nominating group under provision 1(a) at BAC is approximately $1.3B and under provision 1(b) is approximately $666M. Under either option, that is a substantial investment. Continue Reading →

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Wayback Machine: Five, Ten and Fifteen Years Ago in Corporate Governance

Five years ago in Corporate Governance

Whole Foods Market Inc. (WFMI) says federal securities regulators are recommending that no action be taken against the grocery chain over anonymous postings on financial-news Web sites by its chief executive. Mackey’s postings, including many to CorpGov.net publisher James McRitchie, surfaced when they were included among a trove of documents that Whole Foods turned over to the Federal Trade Commission, which was examining whether the purchase of Wild Oats violated antitrust standards. (Whole Foods Not Penalized Over CEO’s Web Postings, WSJ, 4/28/08) DisclosureThe publisher of CorpGov.net is a WFMI shareowner.

WSJ, using data from Broadridge Financial Solutions, reports that 80 companies that have switched to e-proxy. Only 4.6% of individual shareholders voted under e-proxy, a sharp decline from the 19.2% when the companies sent out traditional paper ballots. Continue Reading →

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Fair Harvard Fund Makes Progress: Alternative Endowment Should Be Permanent & Democratic

The Responsible Investment at Harvard Coalition recently announced it had invested contributions from 450 donors in a socially responsible fund withheld from Harvard University. The Fair Harvard Fund, designed as an alternative endowment fund, will be invested in the Portfolio 21 Global Equity Fund.

According to Harvard undergraduate and investment committee member Michael Danto: Continue Reading →

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Proxy Access Proposals Move Forward

On March 26, 2012, SEC staff issued their decision on a request by iRobot (IRBT) to exclude my proxy access proposal from their proxy. Although similar proposals had survived no-action requests last year, IRB management held out hopes that small changes made in the proposal might have made the proposal “vague” under rule 14a-8(1)(3) or “ordinary business” under rule 14a-8(1)(7). SEC staff could not concur and therefore advised IRBT not to omit my proposal based on those rules. Continue Reading →

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2013 AFL-CIO Key Vote: Hewlett-Packard (HPQ) Director Election

The Hewlett-Packard director elections of John H. Hammergren and G. Kennedy Thompson will be the first vote included in the 2013 AFL-CIO Key Votes Survey. The HPQ shareholder meeting is scheduled for March 20, 2013.  Votes “AGAINST” HPQ directors Hammergren and Thompson are consistent with the AFL-CIO’s Proxy Voting Guidelines (Item #1-04 and #1-09 on HP’s proxy card). Continue Reading →

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Agency Capitalism: Corrective Measures (Part 2)

This is Part 2 of a post which started out reviewing the important thesis outlined in The Agency Costs of Agency Capitalism: Activist Investors and the Revaluation of Governance Rights by Ronald J. Gilson and Jeffrey N. Gordon (January 1, 2013). See Agency Capitalism: Corrective Measures (Part 1). Current law encourages mindless indexing of portfolios and voting like lemmings to fulfill fiduciary duties. While Gilson and Gordon stressed the need for activist hedge funds, below I explore some additional options. Continue Reading →

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Substantial Votes for Better Governance at Disney (DIS)

Yesterday, CalSTRS issued the following statement regarding its votes at the Walt Disney Company Annual Shareholder Meeting in Phoenix, Ariz. This statement is attributable to CalSTRS Director of Corporate Governance, Anne Sheehan.

CalSTRS, holder of more than five million shares of The Walt Disney Company stock, congratulates Disney on its most recent stock performance under the leadership of CEO Bob Iger. Disney has been an economic engine for California for decades and the legacy continues. As a shareholder, CalSTRS has benefitted from this performance. However, we see troubling governance structures emerging at Disney, which fail to protect the investment of our beneficiaries and ensure the company’s continued long-term success. Continue Reading →

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Ground-Breaking Proxy Proposals Headed to Shareowner Vote

Climate Change Portfolio Exposure

Boston Common Asset Management has a proposal that will appear on the proxy of PNC Financial Services ($PNC) requesting that it report to shareowners on the greenhouse gas emissions resulting from its lending portfolio and its exposure to climate change risk in its lending, investing, and financing activities. Watch for your proxy. The annual meeting will be held on April 23, 2012. According to the proposal, Continue Reading →

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CalSTRS Furthers ShareOwner Revolution With Announcement of Disney Vote

CalSTRS announced its vote at the March 6, 2013, Walt Disney Company annual shareholder meeting. CalSTRS voted against several directors and management proposals, and voted for shareholder proposals to allow proxy access and separate the CEO and chairman positions. What is significant about the announcement is that it went over each director candidate and issue on the ballot and not only disclosed how CalSTRS voted but why. Here’s the thrust of their press release. Continue Reading →

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Wayback Machine: December 2007, 2002 & 1997

Time to step into the way back machine to see what we were writing about 5, 10 and 15 years ago.

Five years ago in 2007 major charitable foundations, with the notable exception of the Gates Foundation, are initiating or strengthening efforts to harmonize the social and environmental effect of their endowment investments with their philanthropic goals, according to a report in the LATimes. (Foundations align investments with their charitable goals, 12/29/07) Continue Reading →

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Video Friday: Replace the Goldman Sachs Muppets

Goldman Sachs has come under fire for placing its interests above those of clients, lack of transparency and insensitivity  regarding its compensation practices. Goldman has been the target of numerous investigations, enforcement actions and private litigation. Key governance flaws include executive compensation and business practices that create financial and reputational risks. Continue Reading →

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Expect a More Active Proxy Season

The 2012 edition of Shareholder Activism Insight sees increasing opposition from shareowners during the next proxy season, according to 78% of respondents. Fully 84% predict an increase in the number of shareholder proposals with the financial services sector hit the hardest. One quarter of corporate executives think 30% or more of shareowner proposals will obtain a majority vote.

In the second quarter of 2012, Schulte Roth & Zabel commissioned mergermarket to interview senior corporate executives and activist investors regarding their experience with shareholder activism and their expectations for the upcoming 12 to 24 months. Continue Reading →

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Netflix: A Candidate for Proxy Access

Netflix Inc. (NFLX),  which has lost half its value in the last two years, adopted an antitakeover plan (poison pill) intended to block activist investor Carl Icahn from expanding his nearly 10% stake. They did so without seeking shareowner approval and the pill may make it harder to find a buyer. Writing for the WSJ, Miriam Gottfried notes, Netflix Pill Should Give Shareholders Pause. Let’s hope shareowners do more than just pause; let’s take action! Continue Reading →

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Recent Research on SSRN

Abstracts from a few papers posted this month to the Social Science Research Newtork.

Hall, Thomas W. and Jörgensen, Fredrik A., Ownership and Performance in Europe (2012). Forthcoming, Review of Business. The authors consider the relationship between performance and ownership concentration in a large number of publicly traded and privately held companies located in smaller European economies (Austria, Belgium, Finland, Ireland, and Ukraine). Continue Reading →

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Proxy Access: A New Version for 2013

Update: This is a revised version of an earlier post this month. I’ve deleted that post because I don’t want anyone to mistakenly use the prior draft language. I’m hoping this language is a little tighter but always welcome reader suggestions.

Last month I hoped ISS would reconsider their analysis of our proxy access proposal at H&R Block (HRB-ProxyAccessProposal pdf), submitted by Kenneth Steiner. ISS had said our proposals “could undermine the efforts of larger, long-term shareholders whose interests might better reflect those of the broader shareholder base.” However, as I wrote in my September 10th post,

their logic appears flawed. Larger, longer-term shareowners would gain rights, not lose them, under the proposal… without Steiner’s proposal those larger, long-term shareholder have no right to proxy access. Additionally, the proposal does allow those larger, long-term shareowners to nominate 2 members of the board — the same number ISS appears eager to endorse. The smaller shareowners provided for in Option B can’t undermine larger, long-term shareholders, since they would file under Option A.

Nonetheless, they recommended against the proposal and it failed. We spent much of last spring trying to work proxy proposals though the SEC “no-action” process. It looks like it may take fall revisions to obtain endorsements from ISS and Glass Lewis. This post proposes a revised proxy access template, which would still create the possibility for retail shareowners to participate in proxy access nominations but also attempts to address concerns raise by proxy advisors and large institutional investors. Continue Reading →

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James McRitchie Honored by NACD

Sacramento, CA (Oct. 8, 2012) — James McRitchie download <http://corpgov.net/files/2009/03/resume2012.pdf>, Publisher of Corporate Governance (aka, CorpGov.net) <http://corpgov.net>, has been named to the 2012 National Association of Corporate Directors (NACD) Directorship 100’s “People to Watch” in recognition of his exemplary leadership in influencing corporate boards and for promoting the highest standards of corporate governance.  Selected by the NACD Directorship Editorial Advisory Committee and the NACD Board of Directors, the
NACD Directorship 100 recognizes the most influential leaders in the boardroom and corporate governance community. Continue Reading →

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