Deadline for NACD Directorship 100 Extended

The deadline to submit nominations for the 2013 NACD Directorship 100 has been extended. Take a moment to nominate the most influential individuals in and around the boardroom for 2013 NACD Directorship 100, Director of the Year, and B. Kenneth West Lifetime Achievement honors before nominations close May 10. Submit Nomination.

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Happy 11th Anniversary to TheCorporateCounsel.net/Blog

 Broc Romanek has been blogging for 11 years as of today. As he said yesterday, “it takes stamina and boldness to blog for so long.”

His is the one news source I check every day. TheCorporateCounsel.net is central to those in the corporate governance industrial complex.

Congratulations Broc. Your posts are succinct and informative with just the right amount of quirkiness for readers to appreciate the real person behind the curtain. Broc is a passionate provider of practical guidance on legal issues involving corporate and securities regulation and corporate governance practices. Continue Reading →

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Video Friday: Milken Institute Discussion on Shareowner Activism

Shareholders are demanding more from managements and boards – not just as overseers, but in an effort to increase the value of the enterprise. Amid the backdrop of record-low interest rates, pent-up M&A demand and stacks of cash on corporate balance sheets, these activists are being backed by new capital. In addition, more companies are working with activist investors to identify opportunities to create and unlock substantial shareholder value. A recent panel at the Milken Institute explored the rise of investor engagement and its impact on all stakeholders. Continue Reading →

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Turnkey Governance Problematic at Northern Lights

Some trusts are created as turnkey mutual fund operations that launch numerous funds to be managed by different unaffiliated advisers and overseen by a single board of trustees. The federal securities laws require all mutual fund directors to evaluate and approve a fund’s contract with its investment adviser, and the funds must report back to shareholders about the material factors considered by the directors in making these decisions. The SEC Enforcement Division’s Asset Management Unit has been taking a widespread look into the investment advisory contract renewal process and fee arrangements in the fund industry. Continue Reading →

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How I Voted: Gilead Sciences, Inc. (GILD) – Proxy Score 50%

Gilead Sciences, Inc. ($GILD) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/8/2013. ProxyDemocracy.org had collected the votes of six funds when I checked on 4/30/2013.  I voted with management 50% 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)

I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003. 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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EMC Corp (EMC): How I Voted – Proxy Score 53%

EMC Corp ($EMC) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/1/2013. ProxyDemocracy.org had collected the votes of seven funds when I checked on 4/30/2013.  I voted with management 53% 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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How I Voted: Kansas City Southern (KSU) – Vote Score 86%

Kansas City Southern ($KSU) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/2/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 4/26/2013. I also checked OTPP, which voted the same as CalSTRS and Calvert. I voted with management 86% 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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How I Voted: Fluor Corp (FLR) – Proxy Score 58%

Fluor Corp ($FLR) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/2/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 4/26/2013. I also checked OTPP, which voted with management except they voted against amending the stock plan. I voted with management 58% 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)

I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003. 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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How I Voted: MSCI – Proxy Score 100%

MSCI ($MSCI) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/1/2013. ProxyDemocracy.org had collected the votes of only one fund when I checked on 4/25/2013, so I also took a quick look at OTPP’s vote.  I voted with management 100% 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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How I Voted: Kimberly Clark (KMB) – Score 64%

Kimberly Clark ($KMB) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/2/2013. ProxyDemocracy.org had collected the votes of five funds when I checked on 4/26/2013. I voted with management 64% 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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