GE – General Electric: Proxy Score 58

GEGE, General Electric Company (NYSE:$GE) is a diversified infrastructure and financial services company with products and services ranging from aircraft engines, power generation, oil and gas production equipment, and household appliances to medical imaging, business and consumer financing and industrial products. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 27, 2016.

ProxyDemocracy.org had collected the votes of zero funds when I checked. Vote AGAINST pay plan, compensation committee, proposals on Performance-Based Equity Awards & Country Selection. Vote FOR report on lobbying, independent chair, and Holy Land Principles – voting with the Board’s recommendations 58% of the time. View Proxy Statement. Continue Reading →

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T. Rowe Price Group: Proxy Score 13

T. Rowe Price GroupT. Rowe Price Group Inc (NASD:TROW, $TROW) is a financial services holding company. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 26, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. I voted AGAINST the pay plan, compensation committee and directors with no shares. I voted FOR the auditor and the shareholder proposal seeking a report on incongruities between policies and voting practices on climate change– voting with the Board’s recommendations 13% of the time. View Proxy Statement.

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International Business Machines: Proxy Score 21

International Business MachinesInternational Business Machines Corp. (NYSE:IBM, $IBM) provides information technology (IT) products and services worldwide. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 26, 2016. ProxyDemocracy.org had collected the votes of four funds when I checked. I voted AGAINST the pay plan, and most of the directors. I voted FOR the report on lobbying, written consent, split CEO/Board Chair positions – voting with the Board’s recommendations 21% of the time. View Proxy Statement.

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United Technologies Corporation: Proxy Score 44

United Technologies CorporationUnited Technologies Corporation (NYSE:UTX, $UTX) provides high technology products and services to the building systems and aerospace industries across the world. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 25, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked. I voted AGAINST the pay plan, compensation committee and end to cumulative voting – voting with the Board’s recommendations 44% of the time. View Proxy Statement.

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

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NCR Corporation: Proxy Score 33

NCR CorporationNCR Corporation (NYSE:NCR) is a global technology company that provides products and services that enable businesses to connect, interact and transact with their customers. It is one of the stocks in my portfolio. Their virtual-only annual meeting is coming up on April 20, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked. I voted AGAINST the pay plan and compensation committee. I voted FOR proxy access, declassifying the board, the employee stock plan and the auditor – voting with the Board’s recommendations 33% of the time. View Proxy Statement.

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Shareholder Empowerment – Review Essay

Shareholder Empowerment: An IntroductionShareholder Empowerment

Shareholder Empowerment: A New Era in Corporate Governance (link) by Maria Goranova and Lori Verstegen Ryan (editors) is the best book on corporate governance I have read in quite some time. No, it does not have all the answers but it does ask many of the right questions. For an academic reader, I found it a surprising page-turner.

Maria Goranova and Lori Verstegen Ryan, the editors, set up the central problem in the introduction. There is growing public outrage over the pay gap of CEOs and average employees. Corporations are no longer reliable providers of job security, healthcare and retirement benefits. Power has been shifting from corporate officers and directors to shareholders. Finance and legal scholars, “who equate the well-being of corporations with the well-being of investors,” have dominated the corporate governance debate. Perhaps the management academy can shed some insight into these issues. Continue Reading →

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Research Associate Job, Conference Board

Research Associate Conference BoardResearch Associate opening at the prestigious and influential Conference Board. Work on corporate governance leadership issues with ,   and . There aren’t many opportunities like this in the corporate governance industrial complex.

Research Associate: Position Summary

Conducts research projects developed within The Conference Board’s Continue Reading →

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Yelp Inc. ($YELP): Proxy Score 33

Yelp Inc CriticYelp Inc. ($YELP) operates a platform that connects people with local businesses primarily in the United States. Yelp is one of the stocks in my portfolio. Their annual meeting is coming up on April 13, 2016 and I have a lot of voting recommendations to make ProxyDemocracy.org had collected the votes of one fund when I checked. Yes, I’m a Yelp critic, voting AGAINST pay plan, compensation committee and omnibus stock plan, voting with the Board’s recommendations 33% of the time. View Proxy Statement.

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

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Lobbying Disclosure: Companies Respond

lobbyingShareholders have been urging companies to fully disclose the lobbying they do directly and through trade associations and third parties for six years now. This year 66 investors joined in filing resolutions with 50 companies seeking expanded lobbying transparency. Twinned with calls for disclosure of political spending aimed at affecting elections, this effort has had a steady positive effect. For example, this year companies including Raytheon, CenterPoint and DuPont came to agreements with investors to expand their lobbying disclosure.

We also find that many companies, even if they do not want to fully disclose, have expanded their reporting on items like Board oversight, priority issues they lobbied on, whether and when they did grassroots lobbying, making it easier to access their quarterly Senate reports or disclosing specific dollar amounts spent on federal lobbying. Continue Reading →

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Town Hall Style Annual Meeting – Prepared?

Warren Buffett's Town Hall Style Meeting - Photo from NY Times

Warren Buffett’s Town Hall Style Meeting

Town Hall Shareholder Meetings

It’s a presidential campaign year here in the U.S., and though the election is still over 6 months away, we’ve already been enlightened (or depressed) by a large number of candidate debates and town halls. Whatever your political views, the candidates seem able to instantly recall policy, financial or data details off the top of their heads. Trade figures, funding levels, voting records — their ability to deliver these on the spot, under bright lights and hostile questioning, is an impressive skill.  Continue Reading →

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Controlled Companies Underperform, Overpay

Controlled CompaniesControlled companies generally underperformed non-controlled firms in terms of total shareholder returns, revenue growth, and return on equity, according to a new reportControlled Companies in the Standard & Poor’s 1500:  A Follow-up Review of Performance & Risk, commissioned by the Investor Responsibility Research Center Institute (IRRCi) and conducted by Institutional Shareholder Services Inc. (ISS).

The study also finds that average chief executive (CEO) pay is significantly higher at controlled companies with multi-class stock structures:  three times higher than that at single-class stock controlled firms and more than 40% higher than average CEO pay at non-controlled firms. In addition, director tenure typically runs longer, board refreshment is generally slower, and boardrooms are less diverse at controlled companies. Continue Reading →

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Walden Wins ESG Reporting at CLARCOR

clarcorCLARCOR Inc. (CLC) hosted its Annual General Meeting on March 29, 2016. A shareholder proposal led by Walden Asset Management for environmental, social and governance (ESG) reporting received 61% support from shareholders, excluding abstentions.

With this result, CLARCOR joins a small minority of companies to ever experience a majority vote in support of on an environmental or social resolution. According to proxy advisor ISS, just one environmental or social proposal passed out of 474 submitted in 2015. Continue Reading →

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ExxonMobil – Shareholders Offer 4 Options

Exxon MobilI don’t own ExxonMobil $XOM stock or the stock of any other oil companies, so won’t be examining their proxy when it comes out or making voting recommendations. However, oil companies do remain a potent economic force and won’t be going away anytime soon… even though folks like me hope to be driving around in electric cars fueled by the sun and wind within a few years.

ExxonMobil may be a special case, since they appear to have essentially funded a disinformation campaign on climate change for many years.  See Exxon Knew, among many other sources and campaigns. I thought it would be interesting to take a look at shareholder proposals grappling with the beast. If you own stock in ExxonMobil and want to be a responsible fiduciary, how do you get them to take climate change seriously?

Since the proxy hasn’t been published, I don’t know what proposals will be included. However, ExxonMobil requested four no-action letters from the SEC that were refused. Let’s look at those.  Continue Reading →

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Brocade Communications BRCD: Proxy Score 57

BRCDBrocade Communications Systems, Inc. (BRCD) provides storage area networking and Internet protocol networking solutions for businesses and organizations worldwide. $BRCD is one of the stocks in my portfolio. Their annual meeting is on April 7, 2016.

ProxyDemocracy.org had collected the vote of one fund when I checked. I voted AGAINST the pay package, compensation committee and against the exclusive jurisdiction forum. I voted with the Board’s recommendations 57% of the time. View Proxy Statement. Continue Reading →

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Proxy Cards Must be Impartially Labeled

Proxy CardsProxy cards must be impartially labeled, according to the Securities and Exchange Commission (SEC). Rule 14a-4(a)(3) requires that proxies “identify clearly and impartially each separate matter intended to be acted upon.” (Guidance) Over and over again during the last twenty years I have written to the SEC asking them to enforce this rule on proxy cards, especially with regard to misleading or uninformative descriptions of shareholder proposals frequently provided on voter information forms (VIFs).

According to Broadridge “98% of all shares of U.S. public companies are held by institutions or retail brokerage accounts in “street name,” leaving just 2% registered through transfer agents.” (Registered Shareholders: How to Manage the Millennial Challenge) Everyone voting shares held in street names votes their ‘proxy’ using a VIF. Yesterday, the SEC finally issued clarification in the form of Questions and Answers of General Applicability: Section 301. Description under Rule 14a-4(a)(3) of Rule 14a-8 Shareholder Proposals. Should we be celebrating? Will the SEC guidance actually change behavior? Does it apply to VIFs or only to legal proxies? Who will enforce the rule? How?  Continue Reading →

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