Tag Archives | USPX

Vote Splitting: Are We Moving to a Universal Proxy?

SEC-IACYears ago, the DC Court’s decision to vacate the SEC’s Rule 14a-11 had me thinking of possible approaches under Rule 14a-8 but also working around the whole access issue. With regard to short slates, I wavered between “field agents” attending annual meetings with “proxy assignments” to allow more wide-spread vote splitting to consideration of amendments needed to SEC rules. These were the primary papers involved in my intellectual mash-up but now my back-burner project has been taken up by CII and the SEC-IAC. More on their efforts below. Continue Reading →

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QVB vs Proxy Exchange: Buy Votes or Assign Them?

VoteBuyingThanks to Broc Romanek I learned of what he termed the Wildest Idea of the Year? Creating a “Vote Buying” Framework, July 29, 2013. Here’s part of his take:

Two Professors from the U. of Chicago – Eric Posner and Glen Weyl – have used their economic backgrounds as a way to devise a solution to shareholders who are too lazy to vote or too ill-informed when they vote as noted in their study. So the essence of their idea is to force shareholders to buy votes so that only “interested” parties have a right to vote – owning shares would only provide a shareholder with a right to profits… 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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Walgreens (WAG): How I Voted – Proxy Score 24

Walgreens ($WAG) is one of the stocks in my portfolio. Their annual meeting is coming up on 1/9/2013. ProxyDemocracy.org had collected the votes of four funds when I voted on 1/1/2012.  I voted with management only 24% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will be voted in favor of management’s recommendations. (See Don’t Let Companies Change Shareholders’ Blank Votes)

I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions where Continue Reading →

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Cisco: How I Voted – Proxy Score 83%

Cisco ($CSCO) is one of the stocks in my portfolio. Their annual meeting is coming up on 11/15/2012. ProxyDemocracy.org had collected the votes of five funds when I voted on 11/8/2012.  I voted with management 83% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will be voted in favor of management’s recommendations. (See Don’t Let Companies Change Shareholders’ Blank Votes) Continue Reading →

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ISS Should Reconsider Their Analysis of H&R Block Proxy Access Proposal

The influential proxy analyst, Institutional Shareholder Services (ISS), recommends voting against Kenneth Steiner’s proxy access proposal at H&R Block (HRB) on 9/13 because it “could undermine the efforts of larger, long-term shareholders whose interests might better reflect those of the broader shareholder base.” Their logic appears flawed. Larger, longer-term shareowners would gain rights, not lose them, under the proposal. CBIS changed their vote after reading this post and talking to me (see ProxyDemocracy.org). Will your fund do the same? Continue Reading →

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Pershing Square’s Battle Over CP Argues for Proxy Access & Alternative Proxy Advice

After his victory at Canadian Pacific Railway (CP), Ackman claimed “Directors are sitting up more straight and reading board materials more carefully and questioning the CEO more intently. That is a very, very good thing.” Who can argue with that? But will better posture, thorough reading of thousands of pages of board materials and asking more questions be enough? I argue it would pay boards to get more frequent advice from shareowners and better analysis by proxy advisors. Continue Reading →

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Proxy Access Moves Forward: Forest Labs, Medtronic & H&R Block

The cartoon at left accompanied an article entitled Where are the funds? (Pensions & Investments, 3/5/2012) P&I lamented, “instead of sitting on the sidelines, activist investors should take advantage of the opportunity to file access proposals… proxy access proponents must be adventurous.” We are going to use the key; adventure is on the way.

As I mentioned in my post 2012 Proxy Access Efforts (July 10), Ken Steiner’s proxy access proposals will be voted on at the Forest Labs (FRX) annual meeting, scheduled for August 15th and the Medtronic (MDT) meeting, scheduled for August 23rd. Word came last week; the SEC also refused to grant a no-action letter to H&R Block (HRB), so Steiner’s USPX designed proposal will also be voted on at their meeting on September 13th. Continue Reading →

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Valeant Pharmaceuticals International (VRX): How I Voted – Proxy Score 33 Revised 5/24/2012

Valeant (VRX) ($VRX) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/30/2012. Voting ends 5/29 on Moxy Vote’s proxy voting platform, which had 3 recommendations “from good causes” when I checked and voted on 5/23 but 2 were consolidations of the one. ProxyDemocracy.org had 0 funds voting.  I voted with management 33% of the time. Continue Reading →

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Dreamworks Animation (DWA): How I Voted – Proxy Score 64

Dreamworks Animation (DWA) ($DWA) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/29/2012. Voting ends 5/28 on Moxy Vote’s proxy voting platform, which had 4 recommendations “from good causes,” including 2 consolidations, when I checked and voted on 5/22. ProxyDemocracy.org had 1 fund voting.  I voted with management 64% of the time. Continue Reading →

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Juniper Networks (JNPR): How I Voted – Proxy Score 62

Juniper Networks ($JNPR) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/22/2012. Voting ends 5/21 on Moxy Vote’s proxy voting platform, which had five recommendations “from good causes,” including two consolidations, when I checked and voted on 5/19. ProxyDemocracy.org had four funds voting.  I voted with management 62% of the time. Continue Reading →

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USPX Updates Model Proxy Access Proposal

Two weeks after SEC lawyers granted six corporations approval to exclude “proxy access” proposals from their proxy materials, United States Proxy Exchange (USPX) members are already submitting an updated version of that same proposal to other corporations. Updated language addresses the flimsy pretexts for the lawyers’ decision, as well as implementing improvements to the proposal language that shareowners have recommended.

The original proposals were based on a USPX model proxy access proposal released on November 10, 2011. Today, the USPX announced an update to that model proposal, which shareowners can submit to corporations. Shareowner Kenneth Steiner received an advance copy of the update, and he has already submitted proposals based on the new language to Medtronics (MDT) and Forest Labs (FRX).

Read more on the USPX website.

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Pushback From SEC Staff

“Stunning,” “arbitrary,” “unjustifiied” … “questionable”: these are some of the words individual shareowners are using to describe the SEC handling of six corporations’ requests to be allowed to exclude the USPX model proxy access proposal from their 2012 proxy materials.* This week, the Commission’s staff approved every one of those requests.

Corporate executives routinely solicit SEC staff no-action letters indicating staff will recommend no enforcement action should a company exclude a proposal from its proxy materials. Grounds for excluding proposals are spelled out in Rule 14a-8(i)(9) and include cases where proposals might violate state law, address personal grievances, relate to routine business decisions, etc. Continue Reading →

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Companies Use Range of Arguments to Exclude Proxy Access Proposals

Of the 16 proxy access proposals filed by proponents in 2012 and listed on the ISS Checklist, eight are being challenged at the SEC. Ferro, Hewlett-Packard, Nabors Industries, CME Group, Pioneer Natural Resources, Staples and Charles Schwab have not sought no-action relief from proposals at the commission, according to data from ISS. Conversely, Bank of America, Chiquita Brands International, MEMC Electronic Materials, Sprint Nextel, Textron, Goldman Sachs, Western Union and Wells Fargo have asked the SEC for permission to omit the proposals. Continue Reading →

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Proxy Access Proposals Challenged: Starting to Post Responses

ISS reported that Textron filed a Dec. 23 no-action petition with the SEC to omit a shareowner proposal from Ken Steiner that seeks proxy access using the model proposal developed by USPX.

This appears to be the first no-action request filed on a proxy access proposal this season. The company asserts that Steiner’s resolution improperly constitutes multiple proposals, is “impermissibly Continue Reading →

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