This the fifth part of my coverage of this year’s ICGN event in Boston. I haven’t taken the time to edit the prose to make complete well-flowing sentences. Still, I hope you find them of some value. Here we touch on the idea of a Stewardship code for the US and I captured a few remarks from DuPont’s former CEO, Ellen Pullman. Continue Reading →
Tag Archives | CII
ISS’s 2015-2016 global voting policy survey indicate investors are prepared to vote against directors at companies that ignore shareholders wishes and adopt proxy access mechanisms with overly burdensome ownership requirements.
An overwhelming majority of investors said ISS should issue negative director recommendations if a shareholder proposal to provide proxy access receives majority support and a board adopts proxy access with material restrictions not contained in the shareholder proposal. 90% said an against or withhold vote in a director election would be warranted if a provision had an ownership threshold in excess of 5% or an ownership duration in excess of three years. From the ISS press release: Continue Reading →
I attended day one of the ICGN Boston Event and CII 2015 fall conference at the Westin Copley Plaza in Boston, MA. I will do at least a post or two on this wonderful combined meeting in future. However, I’m also negotiating with a couple of companies on proxy access and will be taking a much needed vacation out of country with my wife, who just retired. Therefore, my posts will not be forthcoming for a while. Continue Reading →
Last week I uploaded a revised template for proxy access proposals (see Avoiding Proxy Access Lite: QUALCOMM Proposal) to address some of the problems identified by the Council of Institutional Investors in their August 5th report, Proxy Access: Best Practices. Thanks to the quick response from several readers, I have already made a few improvments. Please use the new language below if you want to keep up with my latest revised template. Of course, I always welcome additional suggestions for improvement from readers either through the comment function below or by email. I hope to see many of you at the ICGN/CII conference in Boston today. Continue Reading →
As I have mentioned in other posts (see especially Proxy Access Lite: Victories at Whole Foods, H&R Block), several companies have adopted proxy access ‘lite’ with provisions that make implementation excessively difficult and less effective than they would have been under the SEC’s universal proxy access Rule 14a-11.
Although I withdrew proposals at several companies, based on the fact that even adoption of proxy access lite represented real progress, I vowed to circle back and seek more robust provisions through subsequent amendments. I recently filed the first such proposal at Whole Foods Market. Let’s start fixing proxy access lite. Continue Reading →
As I have mentioned in several other posts (see especially Proxy Access Lite: Victories at Whole Foods, H&R Block), several companies have adopted proxy access ‘lite’ with provisions that make implementation excessively difficult and less effective than anticipated by the SEC’s vacated Rule 14a-11. At the beginning of last season I announced that proxy access was temporarily ‘on sale.’ I was willing to accept some unfavorable provisions in order to establish a track record of ‘wins.’
That mission has largely been accomplished. Proxy access was the hottest topic this year and is fully expected to be so for the next few seasons. Boards now see proxy access as inevitable and are adopting bylaws even without receiving shareholder proposals. Philip Morris is one of the latest. As the next season gears up, it is time to reframe proposals, avoiding proxy access lite from the start.
Fortunately, the Council of Institutional Investors, released an excellent policy paper on August 5, 2015, Proxy Access: Best Practices, which “highlights the most troublesome provisions” of recently adopted bylaw and charter amendments. I used that as a guide to reconstruct last year’s template proposal and have begun submitting this new template to companies that have not adopted proxy access provisions. QUALCOMM (QCOM) is one of the first examples. We only get 500 words for a shareholder’s proposal. Hopefully, this new version addresses most of the previous defects. Continue Reading →
In response to a proxy access proposal I filed earlier this year, Clorox Co (NYSE:CLX), manufacturer and marketer of consumer and professional products, adopted proxy access (press release, amended bylaws). I am declaring another victory and withdrawing my proposal.
While I filed a standard proxy access proposal seeking the ability of shareholders with 3% of shares held for 3 years to be able to nominate up to 25% of the board, Clorox adopted bylaws allowing nominations only up to 20% and limiting nominating groups to 20, whereas my proposals had no such restrictions on the number of participants in nominating groups. Continue Reading →
As you may have read by now Microsoft Makes It Easier for Shareholders to Nominate Candidates to Board, another company where we filed for proxy access has adopted proxy access lite.
We were glad to play a role in negotiating the change on behalf of shareholders and withdrew our proxy access proposal contingent on the Board’s adoption of specified terms. Continue Reading →
In response to proxy access proposals filed this year, both Whole Foods Market (WFM) and H&R Block (HRB) have adopted proxy access. While I had filed standard proposals seeking the ability of shareholders with 3% of shares held for 3 years to be able to nominate up to 25% of the board, both companies adopted bylaws allowing nominations only up to 20% and limiting nominating groups to 20, whereas my proposals had no such restrictions on the number of participants in nominating groups. Continue Reading →
Marriott International Inc $MAR is one of the stocks in my portfolio. They operate and franchise of hotels, corporate housing properties, and timeshare properties under numerous brand names which includes Bulgari Hotels & Resorts, The Ritz-Carlton Destination Club, The Ritz-Carlton, JW Marriott, EDITION, Autograph Collection, AC Hotels by Marriott, Renaissance Hotels, Marriott Hotels & Resorts, Courtyard by Marriott, SpringHill Suites by Marriott, Fairfield Inn & Suites by Marriott, Residence Inn by Marriott, TownePlace Suites by Marriott, Marriott ExecuStay, Marriott Executive Apartments, Marriott Vacation Club, Grand Residences by Marriott. Their annual meeting is coming up on 5/8/2015. ProxyDemocracy.org had the votes of two funds when I checked and voted on 4/30/2015. I voted with management 71% of the time and assigned Marriott International a proxy score of 71. Continue Reading →
In his 1914 collection of essays called Other People’s Money and How the Bankers Use It, Louis Brandeis argued that powerful men such as J.P. Morgan leveraged unbalanced control of the public’s assets to their own benefit. One hundred years later, not much has changed. If Brandeis were alive today, you can be sure that he would be advocating for new systems of financial accountability for those on top of the financial hierarchy. Continue Reading →
On January 12, 2015, Stanford’s Rock Center for Corporate Governance hosted a panel discussion called “The Rise of Controlled Corporations.” Unfortunately, this is one program at the Rock Center that I missed.
With Alibaba’s recent IPO on NYSE (instead of Hong Kong or China), the “one-share, one-vote” corporate governance standard has once again been challenged. Continue Reading →
Apologies to those tired of reading about the issue of proxy access at Whole Foods. However, the SEC’s no action letter is a real watershed moment in the long struggle for proxy access, which began in earnest for me with a rulemaking petition in August 2002 but which others have been puruing for decades. Last Friday I received a letters from the Council of Institutional Investors (CII) and the Marco Consulting Group Trust in support of my December 23, 2014 appeal. (See below or CII site.
I am delighted to see the growing concern and support from investors for my appeal. As has been pointed out in the press, we are now witnessing the beginning of an avalanche of copycat filings. See Continue Reading →
The Counsel of Institutional Investors (CII) took a very strong stand yesterday, asking Whole Foods Market to amend its proxy access proposal to conform with the “3 percent for three years” standard applicable to groups.
Whole Foods appears to have generated their proposal in direct response to mine in order to obtain a no-action letter from the SEC under Rule 14a-8(i)(9). As reported earlier, I appealed the SEC’s decision on Whole Foods to the full Commission. Continue Reading →
24 November 2014 – The International Corporate Governance Network (ICGN) announced two senior appointments today as part of a strategic focus to increase regulatory engagement and expand governance education. George Dallas joins the ICGN team as Policy Director and Tom Rotherham-Winqvist has been contracted as Education Advisor. Continue Reading →