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Tag Archives | proxy access
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.
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 →
Directors Forum 2017 in San Diego was billed as Directors, Management, & Shareholders in Dialogue. Sure, all well and good, but I went there also hoping to learn more about President Donald J. Trump. He is the subject of a huge portion of tweets, Facebook posts and much of the news, so I expected Trump to also be the center of attention at Directors Forum 2017.
I know what those in my immediate circles in Sacramento are saying. Clinton got 58% of the vote to Trump’s 34%. My news silos are much the same. At Directors Forum 2017 were directors and managers from companies, large and medium (the focus is rarely on small companies, although the Forum does better than most). Investors representing trillions of dollars in assets were in the room and on stage. What was the speculation on Trump and his impact on what we do? Continue Reading →
Walgreens Boots Alliance, Inc. (WBA) operates as a pharmacy-led health and wellbeing company. It operates through three segments: Retail Pharmacy USA, Retail Pharmacy International, and Pharmaceutical Wholesale.
Their annual meeting is coming up on January 26th, 2017. ProxyDemocracy.org had collected the votes of 3 fund families when I checked. I voted FOR proxy access and a report on sustainability and pay practices; AGAINST pay, compensation committee, auditor and financial expert. I voted with the Board’s recommendations 33% of the time. View Proxy Statement. See 1/25/2017 update. Continue Reading →
As most readers probably know, the first proxy access campaign was terminated by GAMCO Asset Management Inc. (affiliated with activist investor Mario Gabelli) after their eligibility under National Fuel Gas Company (“NFG”) bylaws was challenged. Since I petitioned for an SEC rulemaking to allow proxy access in 2002 and have been an active filer on the topic, several in the press asked if this is the end. Not by any measure.
GAMCO has indeed had a history of clearly trying to “influence” NFG. I haven’t researched enough to make an independent judgment as to whether or not such prior activities rise to the level of an “intent to change or influence control of the Corporation.” (my emphasis). However, NFG certainly had grounds to seek dismissal. Continue Reading →
United 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 →
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 →
Reed’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 →
On November 9, 2016, GAMCO Asset Management Inc. (“GAMCO”) and certain affiliates, delivered a letter to the Issuer (the “Nomination Letter”) nominating Mr. Lance A. Bakrow (the “Nominee”) for election to the Issuer’s Board of Directors (the “Board”) at the Issuer’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). As far as I know, this is the first use of a proxy access bylaw.
GAMCO’s nomination is pursuant to Article IA of the Issuer’s Bylaws, which is a recently-adopted proxy access provision which is intended to provide stockholders with greater access to put forward nominations of individuals for director on the Issuer’s proxy card. GAMCO believes its Nominee’s skill sets and highly relevant business and financial experience, as evidenced by his bio included in the 13D/A filing, will be extremely valuable to the Issuer and GAMCO is confident that its Nominee will have an immediate positive impact on the Board. Continue Reading →
Yesterday, several reporters asked me to comment on no-action requests and the SEC’s denial to Apple, as well as the Business Roundtable’s fanciful notions regarding the need for reform of the proxy proposal process. I am reluctant to give the Business Roundtable’s proposal, Modernizing the Shareholder Proposal Process, any more ink but will just touch on one of their issues here as I explain the Apple decision.
No-Action Requests: Apple and Proxy Access Lite
The SEC has consistently denied no-action requests to companies where the proponent asks for modifications to bylaws when the companies have made no modifications in the direction requested. See H&R Block and Microsoft as prior examples. Apple is no exception. This is nothing new. Continue Reading →
H & R Block Inc (NYSE:HRB, $HRB) provides tax preparation and banking services and is one of the stocks in my portfolio. Their next annual meeting is September 8, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked and voted but Proxy Insight had many more. I voted in favor of my suggested proxy access amendments to current bylaws and with the Board’s recommendations 64% of the time. View Proxy Statement. Continue Reading →
Cam C. Hoang, a Partner at Dorsey & Whitney LLP, warns that Staff denial of H&R Block Inc.’s request to exclude my proxy access proposal “discourages thoughtful, comprehensive discussions at the outset, since proponents may revisit the issues in subsequent years.” (SEC Denial of H&R Block’s Request to Exclude Proxy Access Proposal, The Harvard Law School Forum on Corporate Governance and Financial Regulation)
In the interest of “thoughtful discussions” on proxy access, I offer some additional points on Ms. Hoang’s post that I hope will be helpful to companies and shareholders alike. I’ll try to address them in the order Hoang raised them. Yes, I’ll be repeating her name frequently below, mostly so I can easily go back and find this post in the future, since I have so many posts on the basic subject of proxy access. Continue Reading →
Update 7/12/2016: Reeds Inc received two faxed proposals from two shareholders before the deadline for submissions. It looks like shareholders will get to vote on both proxy access and creating an independent chairman. Maybe shareholders can help to turn our company around. Institutional investors only hold about 14% of Reeds Inc and insiders hold 26%, so retail shareholders will need to do the heavy lifting. We’d better get in shape. Hope springs eternal; stock up over 6% for the day.
Reeds Inc doesn’t have their annual meeting until December but proxy proposals are due Monday. I’m submitted a proposal on proxy access but almost submitted a proposal to split the chair and CEO positions. Reeds Inc really needs both. I’m hoping another shareholder will submit a proposal to split the chair and CEO positions. If you own shares in Reeds Inc but aren’t sure how to file a proposal, check out our Shareowner Action Handbook. Still can’t figure it out how to submit a proposal or want some help? Please get in touch. I would be happy to help.
In preparation for December’s annual meeting, I’ll be building more arguments about why change is needed at Reeds Inc but the following are a few thoughts off the top of my head. Continue Reading →
Medivation Inc. (MDVN), a biopharmaceutical company, focuses on the development and commercialization of medical therapies to treat serious diseases in the United States. Their annual meeting is coming up on June 22, 2016.
ProxyDemocracy.org had collected the votes of two fund families when I checked. Vote AGAINST pay, committee, stock plan; FOR proxy access. I voted with the Board’s recommendations 59% of the time. View Proxy Statement via iiWisdom. Continue Reading →
SciClone Pharmaceuticals, Inc. (NASD:SCLN), whose product portfolio of therapies includes oncology, infectious diseases and cardiovascular disorders. Their annual meeting is coming up on June 9, 2016.
ProxyDemocracy.org had collected the votes of one fund family when I checked. Vote AGAINST pay, committee chair; FOR proxy access proposal. I voted with the Board’s recommendations 70% of the time. View Proxy Statement via iiWisdom. Continue Reading →