Tag Archives | Corporate Governance

Directors Prepare for Shareholder Activism

Directors Prepare for Shareholder Activism

Directors Prepare for Shareholder Activism Before the Panel

How should directors prepare for shareholder activism? That was the underlying question addressed by last week’s SVDX / Rock Center for Corporate Governance joint event – Shareholder Activism: The Good, the Bad or Just Ugly.  Shareholder activism is in the news almost every day. How does it play out in Silicon Valley? Is activism beneficial to (some) shareholders in the short-term but harmful to the company (especially Silicon Valley companies) in the long-term?

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Visa (V): How I Voted – Proxy Score 53

VisaVisa Inc (V), a payments technology company, operates an open-loop payments network worldwide. The company facilitates commerce through the transfer of value and information among financial institutions, merchants, consumers, businesses, and government entities. Visa is one of the stocks in my portfolio. Their annual meeting is on February 3, 2016. ProxyDemocracy.org had collected no votes when I checked.  I voted against the pay plan, incentive plan, amendments and the compensation committee but with the Board’s recommendations 53% of the time. View Proxy Statement on iiWisdom. Continue Reading →

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Analogic Corp: How I Voted – Proxy Score 80

AnalogicAnalogic Corporation ($ALOG), a technology company, designs, manufactures, and sells medical imaging, ultrasound, and security systems and subsystems to original equipment manufacturers (OEMs) and end users in the healthcare and airport security markets worldwide. Analogic is one of the stocks in my portfolio. Their annual meeting is coming up on January 21, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked.  I voted with the Board’s recommendations 80% of the time, voting only against pay and pay chair as a warning for loose pay practices. 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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Reed’s – REED: Reject the Board

REED Supplement 2015mtgReed Tshirt12nd update, 12/20/2015: Unpack your bags, cancel your flight and hotel. Reeds Inc. (REED) has postponed tomorrow’s annual meeting to 12/30/2015. Although the move may be costly to shareowners and our company, it may pay dividends in the long-run if REED finally starts paying more attention to shareowners, corporate governance and their legal obligations. REED made a material error in their proxy materials and ballot. Although they filed a revised proxy, they didn’t pay to send a new ballot or link to shareowners. The supplement they issued on Friday includes a new ballot but so far that has not gone out to most shareowners.  I am hoping they will do so this week through Broadridge’s proxyvote.com platform. Continue Reading →

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Marrone Bio Innovations (MBII): How I Voted – Proxy Score 33

Marrone Bio InnovationsMarrone Bio Innovations, Inc. $MBII provides bio-based pest management and plant health products for the agriculture, turf, and ornamental and water treatment markets in the United States and internationally. Marrone Bio is one of the stocks in my portfolio. Their annual meeting is on December 17, 2015. ProxyDemocracy.org had collected the votes of one fund when I checked.  I voted 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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United Natural Foods (UNFI): How I Voted – Proxy Score 42

United Natural FoodsUnited Natural Foods, Inc. $UNFI, together with its subsidiaries, distributes and retails natural, organic, and specialty foods and non-food products in the United States and Canada. United Natural Foods is one of the stocks in my portfolio. Their annual meeting is on December 16, 2015. ProxyDemocracy.org had collected the votes of four funds when I checked.  I voted with the Board’s recommendations 42% 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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Medtronic PLC: How I Voted – Proxy Score 44

MedtronicMedtronic PLC ($MDT) manufactures and sells device-based medical therapies worldwide. Medtronic is one of the stocks in my portfolio. Their annual meeting is on December 11, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked.  I voted 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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WD-40 Company (WDFC): How I Voted – Proxy Score 100

WDFCWDFC develops and sells maintenance products, and homecare and cleaning products. WDFC is one of the stocks in my portfolio. Their annual meeting is on December 8, 2015. ProxyDemocracy.org had collected the vote of one fund when I checked.  I voted with the Board’s recommendations 100% 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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Guidewire Software, Inc. (GWRE): How I Voted – Proxy Score 40

GuidewireGuidewire Software, Inc. provides software products for property and casualty (P&C) insurers. It offers a technology platform supports core insurance operations, including underwriting and policy administration, claim management, and billing. Guidewire is one of the stocks in my portfolio. Their annual meeting is coming up on December 3, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked.  I voted with the Board’s recommendations 40% 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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Microsoft Corporation (MSFT): How I Voted – Proxy Score 62

Microsoft CorporationMicrosoft Corporation (MFST), a technology company, develops, licenses, and iiWisdomsupports software products, services, and devices worldwide. Microsoft is one of the stocks in my portfolio. Their annual meeting is on December 2, 2015. ProxyDemocracy.org had collected the votes of five funds when I checked.  I voted with the Board’s recommendations 62% of the time. View Proxy StatementiiWisdom provides a nice interactive viewing platform that makes Microsoft’s proxy a little easier to read. I recommend it.

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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Program on Corporate Governance Seeks Post-Doctoral Fellows

HarvardPost-doctoral fellows and senior associates in the fields of corporate governance and/or law and finance: applications from highly qualified candidates who are interested in working with the Harvard Law School Program on Corporate Governance are now being accepted.

Post-Doctoral Fellows

Applicants for a position of a post-doctoral fellow should be interested in spending between one and three years in preparation for a career in academia or in policy research. Applicants should have a J.D. or an LL.M. degree from a U.S. law school, or a doctoral degree in finance, accounting or business economics. Applicants may also be candidates who would be completing work on a doctoral dissertation in law or another discipline during their period as fellows. Continue Reading →

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Video Friday: Replacing Board Members

Replacing Board Members - Elephant In The RoomAs I reported in Replacing Board Members: The Elephant in the RoomSVDX and Stanford University’s Rock Center put on another great event last week that just about packed the house! These events are always top notch. A few nibbles and coffee or tea for breakfast, excellent company and a great program — what more could you want on third Thursdays.

If the video does not come up after several seconds, try reloading the page.

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Video Friday: Ira Millstein on Corporate Governance

Ira Millstein

Ira Millstein

The Open Mind: Corporate Governance a decade later

Although taped on 4/20/2006, this interview with Ira Millstein, Senior Partner, Weil, Gotshal & Manges, was not posted to YouTube until this month. Millstein discusses corporations, corruption, and regulation.  Listen and learn about changes that have been made and some of what remains to be done. In the history of corporate governance, Ira Millstein has occupied a prominent position for several decades.  Continue Reading →

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Nominate a Rising Star of Corporate Governance

millstein Rising Stars 2013

Ira Millstein and the 2013 Rising Star of Corporate Governance Award winners. Heath Tarbert, Mike McCoy, Craig Ferrere, Muhammad Asif Paryani, Tahmina Nurova, Ira Millstein, and Steven Haas

Each year, the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School presents the annual Rising Star of Corporate Governance Awards.

The award recognizes people who, while young and possibly new to the field of corporate governance, are making their marks as outstanding analysts, experts, activists, or managers. Recipients may represent any of the many bodies that comprise the world of corporate governance: corporations, academic bodies, institutional investors, auditors, advisory firms, rating agencies, proxy services, professional associations, and others. Continue Reading →

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