Exit to Democratic Ownership: Draft Presentation

Exit to Democratic Ownership

Exit to Democratic Ownership

Exit to Democratic Ownership; here is a preview of my presentation to the annual meeting of Twitter shareholders, to be held on May 22, 2017, at 1355 Market Street, San Francisco, California 94103. The meeting starts at 10 AM. Bring photo ID. 

I am James McRitchie, speaking in favor of proposal #4, Exit to Democratic Ownership, co-filed with Steffen Sauerteig of Germany on behalf of thousands of users around the world as a part of BuyTwitter.org and #WeAreTwitter. Shareholders or members of the press interested in contacting me after this meeting, can email [email protected]

We are part of a world-wide movement to save Twitter from losing sight of its mission and being turned into another democratic-free zone.

Twitter’s stated mission is

To give everyone the power to create and share ideas and information instantly, without barriers.

That mission is very connected to democracy. Twitter is spreading First Amendment rights around the world. Access to information and the exercise of free speech are key to government and an Internet “by and for the people.” Continue Reading →

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CalPERS Muzzles Critics: Michael Flaherman Runs

CalPERS Muzzles Critics

CalPERS Muzzles Critics

CalPERS muzzles critics. The following editorial appeared in the Sacramento Bee on May 25, 1999. The editorial references a “technical violation of board rules” by then Chairman William Crist. Actually, it was a clear violation of the rules, which prohibited changes to candidate statement after submission. No candidate in the history of CalPERS had ever been allowed to change anything in their statement, not even correct small grammatical errors. With the permission of staff, Mr. Crist was allowed to change his statement to address ethical concerns about him that I had raised in my statement. The election was not overturned because CalPERS rules required proof the results of an illegally conducted election would have been different had the rules not been violated. Proof might be obtained in a case of ballot stuffing but not candidate statement rewriting. How can you prove results would have been different in a fair election?

Addendum to CalPERS muzzles critics. Two of those later named in a bribery scandal also voted to muzzle candidates. (As bribery case continues, CalPERS reaps profits from tainted investments, Sacramento Bee, July 24, 2014.) The growing corruption I alluded to in my campaign was real. 

Now I am delighted to learn Michael Flaherman, the only CalPERS director elected by members who stood against the effort by the CalPERS Board to muzzle critics, is running in the upcoming election. See Critic of Wall Street Fees to Leave Calpers Board and my comments in the May 19, 2017 WSJ. If elected, Flaherman will be independent and effective. He has my endorsement, without reservation. Continue Reading →

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Co-ops, Twitter, Democracy: Coalition Letter

Co-ops Twitter & Democracy

Co-ops Twitter & Democracy

The following is a coalition letter on Twitter, Co-ops and Democracy — specifically on our proxy proposal #4 Exit to Democratic Ownership. Take Action: vote before midnight Sunday (San Francisco time) by phone or electronic proxy OR vote on Monday at the Twitter annual meeting in San Francisco.

This is part of the #WeAreTwitter movement, well documented at BuyTwitter.org. I’m pasting the letter below and related links below that. Thanks to all who signed our letter. If the campaign continues at the annual meeting in 2018, I’m sure signatories will at least double.


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Chipotle Proxy Voting Guide

Chipotle Proxy Voting GuideChipotle Proxy Voting Guide by CorpGov.net. Chipotle Mexican Grill, Inc. (CMG), together with its subsidiaries, develops and operates Chipotle Mexican Grill restaurants. As of December 31, 2016, the company operated 2,198 Chipotle restaurants throughout the United States, as well as 29 international Chipotle restaurants; and 23 restaurants with non-Chipotle concepts. Chipotle  is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of four fund families when I checked and voted. Their annual meeting is coming up on May 25, 2017. Chipotle Mexican Grill

I voted FOR #5 lower Special Meeting threshold from 25% to 15% of shares. See how and why I voted other items below. I voted with the Board’s recommendations 58% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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PayPal Proxy Voting Guide

PayPal Proxy Voting GuidePayPal Proxy Voting Guide by CorpGov.net. PayPal Holdings, Inc. (PYPL) operates as a technology platform company that enables digital and mobile payments on behalf of consumers and merchants worldwide. PayPal is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on May 24, 2017.PayPal

I voted FOR #5 Provide Right to Act by Written Consent and two shareholder proposals seeking reports. See how and why I voted other items below. I voted with the Board’s recommendations 40% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Twitter Proxy Voting Guide

Twitter Proxy Voting Guide

Twitter Proxy Voting Guide by CorpGov.net

Twitter Proxy Voting Guide by CorpGov.net. Twitter, Inc. operates as a global platform for public self-expression and conversation in real time. The company offers various products and services, including Twitter that allows users to create, distribute, and discover content; and Periscope, a mobile application that enables user to broadcast and watch video live with others. Twitter is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of one fund families when I checked and voted. Their annual meeting is coming up on May 22, 2017. I will be in attendance, presenting our proposal to study cooperatives, so stop by and say hello.

Of course I voted FOR our proposal entitled Exit to Democratic Ownership, filed in conjunction with BuyTwitter.org. Add to the collective intelligence by tweeting #WeAreTwitter. Follow @BuyThisPlatform. See how and why I voted this and other items below. I voted with the Board’s recommendations 43% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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California Diversity Forum 2017: Part 2

CalPERS and CalSTRS sponsored the California Diversity Forum in Sacramento (“America’s Most Diverse City”) on Wednesday, May 12, 2017, bringing together investment and corporate executives to discuss how to better capitalize on the abilities of the diverse modern workforce. Diversity is both morally right and profitable. Narrowing the global gender gap would add $12 trillion in annual gross domestic product to global growth (McKinsey Global Institute).

What follows are my cryptic notes from the Diversity Forum. Sometimes they are just phrases I captured that may not mean so much out of context. Maybe it will be just enough to mark your calendar for next year’s Forum. More coverage at Part 1 and on Twitter at #CADiversityForum. I loved the fact that for once, I didn’t have to travel thousands of mile. Nice to have such an event in my own hometown.

Diversity Forum: The Corporate Perspective

Yee, Parcella, Chiames, Hymes

Betty Yee, Babriela Parcella, Paul Chiames, and Victor Hymes

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EllieMae Proxy Voting Guide: CorpGov.net

EllieMae 2017 MtgEllieMae, Inc. (ELLI) provides on-demand software solutions and services for the residential mortgage industry in the United States. EllieMae is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of one fund family when I checked and voted. Their annual meeting is coming up on May 17, 2017, so vote now.

I voted FOR #4 to declassify the board. See how and why I voted other items below. I voted with the Board’s recommendations % of the time. View proxy via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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California Diversity Forum 2017: Part 1

CalPERS and CalSTRS sponsored a diversity forum in Sacramento on Wednesday, May 12, 2017.  The goal of the Diversity Forum was to bring together investment and corporate executives to discuss how to better capitalize on the abilities of the diverse modern workforce. While I think diversity should be adopted simply because it is morally right, often economics speaks volumes in the finance community. The McKinsey Global Institute estimates that narrowing the global gender gap could add US $12 trillion in annual gross domestic product to global growth.


The Forum focused on:

  • Recent research
  • Developing and implementing positive, solutions-oriented initiatives and real world best practices
  • Insight and experience of industry leaders

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Global Stewardship at Work: CalSTRS

Global Stewardship at Work report Issued by CalSTRS

Global Stewardship at Work report Issued by CalSTRS

The Global Stewardship at Work report, its 2015—16 sustainability report. was released by the California State Teachers’ Retirement System (CalSTRS). This is the third year the system published the report, which is based on the Global Reporting Initiative G4 Guidelines.

In 2015, CalSTRS became the first U.S. public pension plan to issue a sustainability report that met the GRI guidelines. And this year, CalSTRS continues to report sustainability-focused disclosures that adhere to the GRI performance metrics. The Global Stewardship at Work report also features detailed reporting of material topics that were prioritized based on feedback from stakeholder surveys, including responses from CalSTRS members, employees, special interest groups, and industry/business partners. Continue Reading →

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Town Hall Meetings: Financial CHOICE Act

Town Hall Meetings on the Financial Choice Act

Town Hall Meetings on the Financial Choice Act

Town Hall Meetings on the Financial Choice Act are right now the most urgent defense line to protect shareholder rights. As you are aware, the Financial CHOICE Act (which threatens to gut the Consumer Financial Protection Bureau and the Shareholder Proposal Rule) has been referred to the full House of Representatives for a vote as early as next week.  Congressional Representatives are on recess, and are expected to hold town halls or office hours this week. Clearly, time is of the essence. Background: Continue Reading →

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A More Cooperative Based Twitter

McKinsey On CooperativesOn or before May 22, shareowners of Twitter, Inc. (NYSE: TWTR) have a chance to vote FOR proposal #4, requesting a report on converting the ownership structure of Twitter to a cooperative or other more democratic form of governance.

Twitter has been critical to those involved in the struggle for democracy but could be even more effective in bringing us all together as a more cooperatively owned and governed company.

We want to save Twitter as a vital utility for news, media, and social movements worldwide.

An investment in Twitter on November 4, 2013 has earned -56%, while the same investment in the Nasdaq has earned +56%. With Twitter’s stock price declining, we believe Twitter can sell at least a portion of itself to its users and/or employees and could create a more exciting company with broad-based ownership and accountability. Continue Reading →

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Gilead Sciences Proxy Voting Guide

Gilead Sciences Proxy Voting Guide by McRitchie

Gilead Sciences Proxy Voting Guide by James McRitchie. Graphic by Gilead.

Gilead Sciences Proxy Voting Guide by James McRitchie. Gilead Sciences, Inc., a research-based biopharmaceutical company, discovers, develops, and commercializes medicines in the areas of unmet medical needs in Europe, North America, Asia, South America, Africa, Australia, India, and the Middle East. Gilead $GLD is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of four fund families when I checked and voted. The annual meeting is May 10, 2017, so vote NOW! If you have already voted, you can change your vote online until May 9.

I voted FOR Written Consent and requiring an Independent Chairman. See how and why I voted these and other items below. I voted with the Board’s recommendations 47% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Mutual Funds Hold Back Political Spending Transparency

Mutual Funds Hold Back Political Spending Transparency

Mutual Funds Hold Back Political Spending Transparency

A Public Citizen report shows mutual funds hold back political spending transparency through their proxy voting behavior. Fully 64% of political spending disclosure shareholder proposals would have passed with majority support if major mutual funds owning more than 5% had voted in favor of them in 2016.

The report, released during a telephone press conference last week, calls on the nation’s largest mutual fund companies to support political spending disclosure. Press conference participants included US Sen Robert Menendez (D-N.J.); John Coates, professor of law and economics at Harvard Law School; and Patrick Doherty, director of corporate governance for the Office of the New York State Comptroller.

For years shareholders have been pushing companies to disclose information critical to shareholders’ ability to evaluate their investments. Major mutual fund companies can and should play a pivotal role, according to Public Citizen and its partners in the Corporate Reform Coalition. Continue Reading →

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Activism, Short-Termism and Corporate Governance

Activism, Short-Termism and Corporate Governance

Activism, Short-Termism and Corporate Governance: David J. Berger & J. Daniel Plants

Silicon Valley companies continue to be the leading target for “activism, short-termism and corporate governance.” Directors of some Silicon Valley companies believe these activists are too short-term focused, while some institutional investors believe the activists create value for all shareholders.

One response to the growth of activism has been the adoption by some high-profile tech companies of multi-class stock, as seen in Snap’s recent IPO. Another response has been a movement by several large institutional investors for more independent and diverse boards engaging with investors and focusing on long-term value creation, rather than short-term results.

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