Tag Archives | ISS

Apple (AAPL) Proxy Access: Proxy Score 66

AAPL logoApple Inc. (NASD:AAPL) designs, manufactures, and markets mobile communication and media devices, personal computers, and portable digital music players to consumers, small and mid-sized businesses, and education, enterprise, and government customers worldwide.

AAPL is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two funds when I checked and voted. Their annual meeting is coming up on February 28th, 2017.  

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 66% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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Whole Foods Proxy Access: Proxy Score 82

Whole Foods Proxy Access - Give Us the Key

Whole Foods Proxy Access – Give Us the Key (cartoon from Pensions & Investments)

Whole Foods Proxy Access, we have another chance to vote to make proxy access real before the annual meeting on February 17.

Whole Foods Market, Inc. (NASD:WFM) is a retailer of natural and organic foods and is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of four funds when I checked and voted.  Whole Foods Market (WFM)

I voted FOR Whole Foods Proxy Access and the report on Food Waste; AGAINST director Jonathan Sokoloff because of his poor attendance record. I voted with the Board’s recommendations 82% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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United Natural Foods Inc: Proxy Score 55

United Natural Foods IncUnited Natural Foods Inc (UNFI) is a distributor and retailer of natural, organic and specialty products. The Wholesale segment is engaged in the national distribution of natural, organic and specialty foods, produce and related products in the United States and Canada. The Other segment includes a retail division, which engages in the sale of natural foods and related products to the general public through retail storefronts on the east coast of the United States; a manufacturing division, which engages in importing, roasting and packaging of nuts, seeds, dried fruit and snack items, and its branded product lines. Its operations consist of three operating divisions: Wholesale Division, Retail Division, and Manufacturing and Branded Products divisions. The Company offers 100,000 natural, organic and specialty foods, and non-food products, consisting of national, regional and private-label brands.

Their annual meeting is coming up on December 15, 2016. Can’t make it to Providence, RI? Attend virtually, using the dedicated 16-digit access proxy control number included in your proxy materials.  ProxyDemocracy.org had collected the votes of 1 fund families when I checked. I voted FOR proxy access; AGAINST pay and compensation committee. I voted with the Board’s recommendations 55% of the time. View Proxy Statement. Continue Reading →

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Microsoft (MSFT): Proxy Score 56

MSFTMicrosoft Corporation (MSFT), operates a technology company, develops, licenses, and supports software products, services, and devices worldwide.

MSFT’s annual meeting is coming up on November 30, 2016. ProxyDemocracy.org had collected the votes of 3 fund families when I checked. Vote AGAINST pay, pay committee, stock plan. Vote FOR all other proxy items, especially my proposed amendments to proxy access to increase the ability of shareholders to group together to nominate directors.  I voted with the Board’s recommendations 56% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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Reed’s Inc: Proxy Score 55

Reeds IncReed’s Inc. (REED), develops, manufactures, markets and sells fantastic natural non-alcoholic carbonated soft drinks and other confectionaries, such as Reed’s Ginger Brews; Virgil’s Root Beer, Cream Sodas, Dr. Better and Real Cola, including ZERO diet sodas; Culture Club Kombucha; China Colas; Reed’s Ginger candy and ice creams, and Sonoma Sparkler and other juice based products.

Their annual meeting is coming up on November 29, 2016. Unfortunately, the company is too small for ProxyDemocracy.org to follow, so no help there. However, I have been heavily involved with the Committee to Rescue Reed’s, so am intimately familiar with many of the issues. Vote FOR proxy access, split chair/CEO, forcing zombie directors to resign, all new board nominees and pay. Vote AGAINST Christopher J. Reed,  Auditor, and Repricing options. I voted with the Board’s recommendations 55% of the time. View Proxy Statement; again, the company to small to pull up proxy via iiWisdom. Continue Reading →

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Clorox Company: Proxy Score 93

Clorox Company

Clorox Company

Clorox Company (CLX), operates through four segments:

  1. Cleaning – laundry, home care and professional products.
  2. Household – charcoal, cat litter and plastic bags, wraps and container products.
  3. Lifestyle – food products, water-filtration systems and filters, and natural personal care products.
  4. International many of the same consumer brands. 

Their annual meeting is coming up on November 16, 2016. ProxyDemocracy.org had collected the votes of 2 fund families when I checked. Vote FOR reducing the threshold to call a special meeting and all other items on the proxy. I voted with the Board’s recommendations 93% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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FedEx (FDX): Proxy Score 44

FDXFedEx Corporation (NYSE:FDX) provides transportation, e-commerce, and business services in the United States and internationally. Their annual meeting is coming up on September 26, 2016. Last day to vote is the 25th, unless you attend the meeting.

ProxyDemocracy.org had collected the votes of two fund families when I checked. Vote AGAINST pay, compensation committee; FOR all shareholder proposals. I voted with the Board’s recommendations 44% of the time. View Proxy Statement via iiWisdom. I’m on vacation, so sorry for the late and somewhat abbreviated post. 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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‘Substantial Implementation’ Will Backfire

Substantial Implementation Will Backfire

‘Substantial Implementation’ Defense for Proxy Access Lite Under (i)(10) Will Backfire for Corporate Boards

Substantial implementation, that’s the deception companies have been arguing in order to obtain ‘no-action’ relief under SEC Rule 14a-8(i)(10) after implementing proxy access ‘lite.’ Law firms have been touting recent no-action letters released on February 12, with more in March  2016. It looks like a clear win for entrenched managers and directors for implementing only proxy access lite. In reality, such deception will cost companies more in legal fees and will reduce board discretion, since shareholders will increasingly file binding bylaw resolutions to obtain the same robust proxy access promised under vacated Rule 14a-8(i)(10). Continue Reading →

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Vote Real Proxy Access at Whole Foods

Real Proxy Access at Whole Foods - Give Us the Key

Real Proxy Access at Whole Foods – Give Us the Key (cartoon from old issue of Pensions & Investments)

Today is your last chance to vote for real proxy access at Whole Foods Market Inc. (WFM, $WFM), unless you plan to attend the meeting in San Francisco tomorrow. The annual shareholder’s meeting will be held at the Fairmont Hotel, 950 Mason Street, San Francisco, California 94108 and will begin at 8 a.m. See Pension funds line up in favor of proxy-access bylaw change at Whole Foods

If you do attend, please stop me and say hello. I would love to get your feedback on how shareholders can improve accountability through improved corporate governance. Whole Foods used to be one of the largest holdings in my portfolio. Back in October 2013 shares sold for about $65; today $35 seems to be the threshold to beat.

I used to head California’s cooperative development program, so had a lot of experience with struggling grocers and their co-op wholesale. I invested in Whole Foods Market because their model was something of a hybrid, with its emphasis on teams, employee ownership and organic foods. Let’s discuss how Whole Foods can get its groove back.

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Apple Shareholders Rejected Real Proxy Access

Apple Shareholders Rejected Real Proxy AccessApple shareholders rejected real proxy access at their meeting on February 25, 2016. Maybe shareholders thought they already have it. Recent decisions by the SEC could lead shareholders to believe proxy access was “substantially implemented.”

Maybe they wanted to support Apple’s management while the company is under attack from the FBI.  

ISS recommended a “For” vote. Shouldn’t that have guaranteed passage?

We probably won’t know for months which Apple shareholders rejected real proxy access… and maybe that’s the key point.

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Proxy Access at Apple: Last Day to Vote

Proxy Access at AppleProxy Access at Apple (AAPL) will be one of the most important votes of the proxy season. Will shareholders settle for the board’s recently adopted “lite” version, akin to greenwashing, or will shareholders vote in favor of real proxy access? Boards, investors, and the corporate governance industrial complex are watching in anticipation.  Your opportunity to vote  on this important issue expires TODAY, February 25th at 8:59pm PST (11:59pm EST) if you are using ProxyVote.com.

80% of retail shares aren’t typically voted, so it is almost as if you’ll be voting for five. If you are like me, you may hold Apple ($AAPL) stock in more than one account. Be sure to vote them all. Do it today, unless you will attend the meeting tomorrow. Vote FOR #8, Adopt Proxy Access Right. Continue Reading →

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Apple’s Proxy Access Lite Needs Changing

Apple's Proxy Access Lite

Apple’s Proxy Access Lite

Apple’s proxy access lite led me to a little thought experiment after reading the following reaction at Mac Rumors: “Maybe if all macrumors members who are shareholders band together, we can nominate one of our own!” What are the possibilities that members of Mac Rumors, any, or even all of the thousands of Apple-centric groups around the world could join together and nominate directors? (Find Apple group near you.)

Mac Rumors

Mac Rumors

Apple’s opposition statement to my proposal for real proxy access cites a statement made by Patrick McGurn, special counsel at ISS, the shareholder advisory group, who responded to Apple’s adoption of proxy access by stating that “other boards are likely to look to such respected companies and are likely to examine this issue now.” Yes, Apple’s proxy access lite got the attention of other companies but once we peel away the layers, we see the Board’s new bylaw is mostly for show, like greenwashing a product that pollutes. Although Mr. McGurn noted the importance of Apple’s proxy access lite, that doesn’t mean ISS thought it was good. In fact, ISS urges its subscribers to vote for my proposal to create real proxy access at Apple, as do early vote announcers Trillium, TRS, Australia’s Local Government Super, Canada Pension Plan Investment Board, Christian Brothers Investment Series, Unitarian Universalist Common Endowment, Florida SBA, Calvert, and Domini.

Apple will hold their annual meeting on February 26, 2016. If you are a shareholder, there is still time to vote your proxy in favor of real proxy access at Apple. Vote in favor of item #8, Adopt Proxy Access Right. I’ll analyze the other proxy items as we approach the meeting date. Continue Reading →

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Apple Adopts Proxy Access Lite

Apple Adopts Proxy AccessAs reported by the Wall Street Journal (Apple Offers Proxy Accessand the Financial Times (Campaigners hail Apple shareholder move), Apple adopts proxy access. Yes, that’s progress, but we shouldn’t be gushing in praise over proxy access lite.

See Apple bylaws, pages 18-26, 5.15 Proxy Access for Director Nominations. Compare with the Council of Institutional Investors’ (CII) Best Practices.

Scott Stringer, New York City comptroller, called the Apple decision a

tipping point… Corporate resistance to proxy access is crumbling as more and more boards are coming to the table and working with investors to provide greater accountability that will drive long-term value.

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Small Gains by Women in California Companies

Women in California Companies: 1 woman for every 7 men in top leadership at California's largest firmsWomen in California companies continue to make slight progress. More of California’s largest 400 public companies public companies than ever have women chief executive officers (CEOs), and fewer have no women in their C-suites and boardrooms. However, the annual University of California, Davis, study shows women still hold just one in eight of the senior executive and director positions in corporate California.

Overall, women hold 12.3% of the highest-paid executive positions and board seats in the state’s 400 largest public companies — a scant 0.75% point increase over last year, according to the UC Davis Study of California Women Business Leaders.

At that rate it will take fifty years for women in California companies to reach parity. I’ll be long dead. In the meantime, I’ll continue investing a disproportionate of my portfolio in companies with women at the top, betting such companies have better corporate governance and will outperform my other investments. Continue Reading →

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