Tag Archives | say on pay

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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Shareholder Lawsuits: Where is the Line between Legitimate and Frivolous?

Larcker, David F. and Tayan, Brian, Shareholder Lawsuits: Where is the Line between Legitimate and Frivolous? (November 27, 2012). Rock Center for Corporate Governance at Stanford University Closer Look Series: Topics, Issues and Controversies in Corporate Governance and Leadership No. CGRP- 29. Available on SSRN. Shareholders of public companies are not responsible for designing executive compensation packages. Still, a shareholder vote on compensation is required in two circumstances: when a company wants to establish an equity-based compensation plan, and annually as part of the Dodd Frank requirement shareholders have an advisory “say on pay.” In deciding how to vote, shareholders rely on information provided in the annual proxy. Continue Reading →
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Event: The Role of Proxy Advisory Firms

The U.S. Chamber Center for Capital Markets Competitiveness (CCMC) will hold a half-day event on Wednesday, December 5, 2012 in Washington DC to take an in-depth look at the influence of proxy advisors and the state of corporate governance in the U.S. It would be nice to get some shareowners out to at least listen and report back to CorpGov.net. I would love to learn of their plans. 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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Step Into the Corporate Governance Way Back Machine for September

Time to step into the way back machine to see what we were writing about 5, 10 and 15 years ago. Five years ago @ Corporate Governance, I was pleading for readers to send comments to the SEC on their proxy access proposals. 30,000 letters wasn’t enough, in my opinion.

A shareholder proposal calling for a “say-on-pay” vote by shareowners on executive compensation at Activision Inc. (ATVI) filed by As You Sow received 69% of the vote at the company’s annual meeting held in Beverly Hills, California.  This may be the highest vote result so far of about 50 say-on-pay proposals voted on by shareowners this year.  Activision is a publisher of video games including Quake, Doom and Guitar Hero, and is currently all the news for its purchase of Bizarre Creations Ltd., the UK studio behind the popular Project Gotham Racing title. (Activision to Purchase U.K.’s Bizarre Creations, WSJ, 9/27/07) Conrad MacKerron, Director, Corporate Social Responsibility Program at the As You Sow Foundation, criticized the company for providing outrageous perks like paying the mortgages, Medicare taxes, and even pet-sitting for executives.  Continue Reading →

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Gilead Sciences (GILD): How I Voted – Proxy Score 44

Gilead Sciences (GILD) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/10/2012. Voting ends 5/9 on Moxy Vote’s proxy voting platform, which listed 8 “good causes,” but three were consolidations, when I checked and voted on 5/8. ProxyDemocracy.org had 4 funds voting.Gilead scores 44 out of 100, since I voted with management on only 44% of the proxy. Continue Reading →

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Dow Chemical (DOW): How I Voted – Proxy Score 44

Dow Chemical (DOW) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/10/2012. Voting ends 5/9 on Moxy Vote’s proxy voting platform, which listed four “good causes,” including two consolidations, when I checked and voted on 5/7. ProxyDemocracy.org had two funds voting. DOW scores 44 out of 100, since I voted with management on only 44% of the proxy. Continue Reading →

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Ford Motor Company (FDMTP or F): How I Voted – Proxy Score 67

Ford (FDMTP) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/10/2012. Voting ends 5/9 on Moxy Vote’s proxy voting platform, which listed three “good causes,” including two consolidations of only one vote, when I checked and voted on 5/7. ProxyDemocracy.org had two funds voting. Ford scores 67 out of 100, since I voted with management on only 67% of the proxy. Continue Reading →

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Apple: My “Say on Director Pay” Proposal & How I’m Voting

Apple (AAPL) is one of the stocks in my portfolio. Their annual meeting is coming up on February 23, 2012 (Thursday). This is one meeting I’ll be attending in person, both to vote and to move my motion to provide shareowners with a “say on directors pay.”

When I last looked, MoxyVote.com had recommendations from twelve “good causes.”  ProxyDemocracy.org had four participating funds voting. Continue Reading →

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72% Voted No at Regis: More to Follow

Regis Corp shareowners overwhelming selected Starboard Value’s slate of three directors at the company’s recent annual meeting and they rejected management’s “say-on-pay proposal,” with 72% voting against.

According to Equilar, which tracks compensation data, Regis becomes just the 43rd company out of more than 2,982 shareholder votes this year to reject management’s compensation proposals.

Starboard Value’s pitch to shareholders went in depth on the Continue Reading →

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Two Opportunities to Shape the Future

First, the IRRC Deadline of November 18 for Research Entries approaches. This is your chance to change the predominant paradigm of Modern Portfolio Theory.

Second, Institutional Shareholder Services Inc. (ISS) extended the comment period on their 2012 proxy voting policies until November 7th.  Institutional investors, individual investors, corporate issuers, and governance market participants are invited to provide feedback on ISS’ policy updates.  ISS did a specific outreach to CorpGov.net readers, so I Continue Reading →

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Say on Pay May Lead to Closer Examination of Deductability

Don’t ignore the Wall Street protesters (Investment News, 10/17/2011)

Unlikely as it is that the Occupy Wall Street agenda (whatever that turns out to be) will be adopted wholesale by Congress, advisers can be sure that the group’s intensive illumination of stratospheric executive compensation and bank bailouts will translate into a public mood more conducive to higher taxes on the wealthy.

I’m betting that we will see many more suits like the following after the next say on pay round of votes, especially if Occupy Wall Street is still going strong. #OWS

From Jim Hamilton’s World of Securities Regulation, Shareholder Could Proceed with Derivative Claim that Proxy Statement Misled on Continue Reading →

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Pay Ratios and Ratcheting

Daniel F. Pedrotty, AFL-CIO, posted Why CEO-to-Worker Pay Ratios Matter to Investors to the Harvard Law School Forum on Corporate Governance and Financial Regulations on Thursday August 11. I’ve been meaning to mention it since then, mostly so that I have it file on my blog for future reference. I’ve got almost 16 years of corporate governance history on my blog (and more from my old site on my laptop, still waiting to migrate). This is one document I think people will be coming back to in the future.

Pedrotty’s post references Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires public companies to disclose the ratio of Continue Reading →

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Video Friday: Exec Pay, Balancing Expectations or Class Warfare?

Scott Cutler, EVP, NYSE Euronext, interviewed Linda Lamel, Compensation Chair, Universal American Financial Corp. for This Week in the Boardroom (video) 9/29/2011.

See also the AFL-CIO’s PayWatch and the Young Turks video. In 2010 the average worker saw a 2.6% increase in salary but a 3.6% increase in the Consumer Price Index. Meanwhile median CEO pay increased 27%.

The emergence of an oligarchy in this country will undermine our place in the world and ultimately our historic form of capitalism, which, in the past, was the route to the middle class for hundreds of millions of hardworking Americans.

The latest evidence of this struggle is the report from the Institute for Policy Studies which found that of America’s 100 highest-payed CEOs, 25 took home more in pay than their companies paid in federal taxes.CEO Pay: Class Warfare, Behind the (New York) Times, 9/2/2011.

Here’s the ISS 2011 US Compensation Policy. Want to see CEO pay stop soaring? Use the Shareowner Guidelines For Say-On-Pay Voting, issued by the United States Proxy Exchange.

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Will 2011 be a Watershed Year for Activism?

2011 was the first proxy season in which companies were required to provide advisory votes on executive compensation. Corporate governance advocates, mindful of the fact that annual compensation for CEOs at S&P 500 companies increased by 35% in 2010, might well find themselves agreeing with James McRitchie of CorpGov.net, who told SocialFunds.com in June, “2011 could be a watershed year if next year people look back and wonder why the hell they didn’t do anything.”

…board declassification, a majority voting standard, an independent board chair, and reporting on political spending, received more than Continue Reading →

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The Potentially Binding Nature of Say on Pay

Say-on-pay, somewhat hollow on its own, could be used as a gatekeeper of sorts for corporate waste claims, argues Steven C. Caywood in Wasting the Corporate Waste Doctrine: How the Doctrine Can Provide a Viable Solution in Controlling Excessive Executive Compensation, 12/2010. A revitalized corporate waste doctrine would allow shareowners to have some meaningful power as a safeguard against a board of directors that excessively compensates executives. Using these two tools in tandem would allow shareowners to address executive compensation concerns while not overburdening corporations with regulation and litigation.

A waste claim is a relatively simple one. It is brought by shareholders against a company’s board of directors alleging that the board wasted company assets. Waste can include any distribution of company assets, but the doctrine, when Continue Reading →

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