Tag Archives | proxy access

Kansas City Southern: Proxy Score 80

Kansas City SouthernKansas City Southern (NYSE:KSU, $KSU) is a transportation holding company with domestic and international rail operations in North America that are focused on the north/south freight corridor connecting commercial and industrial markets in the central United States with industrial cities in Mexico. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 5, 2016. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted AGAINST the pay plan and FOR genuine proxy access – voting with the Board’s recommendations 80% of the time. View Proxy Statement. 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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Starbucks Corporation: SBUX Proxy Score 59

Starbucks CorporationStarbucks Corporation (SBUX, $SBUX) is the roaster, marketer and retailer of specialty coffee. Starbucks Corporation is one of the stocks in my portfolio. Their annual meeting is coming up on March 23, 2016. ProxyDemocracy.org had collected the votes of four funds when I checked. I voted AGAINST the pay package, bonus plan, members of the compensation committee and the proposal by the National Center for Public Policy Research. I voted FOR proxy access, the auditor and most of the Board. I voted with the Board’s recommendations 59% 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.

Starbucks Corporation: ISS Rating

From Yahoo! FinanceStarbucks Corporation’s ISS Governance QuickScore as of March 1, 2016 is 1.. The pillar scores are Audit: 1; Board: 9; Shareholder Rights: 1; Compensation: 1. Brought to us by Institutional Shareholder Services (ISS). Scores range from “1” (low governance risk) to “10” (higher governance risk). Each of the pillar scores for Audit, Board, Shareholder Rights and Compensation, are based on specific company disclosures. That gives us a quick idea of where to focus: Board. Continue Reading →

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iRobot Adopts Proxy Access: McRitchie Withdraws – Contest Looms

iRobot Adopts Proxy AccessiRobot adopts proxy access bylaws filed with SEC Form 8-K on March 9, 2016 (See Section 11). James McRitchie, publisher of Corporate Governance (CorpGov.net) conditioned withdrawal of his proposal for proxy access at iRobot (IRBT) on the amended bylaws, including several key elements meeting best practices as outlined by the Council of Institutional Investors.  Continue Reading →

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McRitchie Interview by Rafat: Whole Foods

McRitchie Interview by Rafat

McRitchie Interview by Rafat after Whole Foods Annual Meeting

McRitchie Interview by Rafat

McRitchie interview by Rafat. At last week’s meeting of Whole Foods Market shareholders, I met with Matthew (Mateo) Rafat, whom I’d known of because of his series of posts at Seeking Alpha. He was the only one reporting what happened at shareholder meetings. This was the first time we had met in-person.

Matthew Rafat and John Mackey at Whole Foods Meeting

Matthew Rafat & John Mackey

After the Whole Foods meeting, where my proxy access proposal received a 40% vote, Matthew and I grabbed a bite to eat. He then recorded the interview posted below. I’ve add some commentary below to make our discussion, especially my answers, a little more comprehensible.

We discussed issues of interest to many shareholders such as proxy access and how it differs from a proxy contest, why diversity is important, why shareholders submit precatory proposals rather than binding resolutions and a little about the rulemaking process. 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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Whole Foods Market (WFM): Proxy Score 82

Whole Foods Market (WFM)Whole Foods Market, Inc. (WFM, $WFM) is a retailer of natural and organic foods and grocer. WFM is one of the stocks in my portfolio. Their annual meeting is on March 9, 2016. ProxyDemocracy.org had collected the votes of five funds when I checked. I voted FOR proxy access, pro-rata vesting of equities and a report on food waste. I voted with the Board’s recommendations 82% 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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Apple Inc. Proxy Score 47 – ‘For’ Proxy Access

Apple IncApple Inc. (AAPL) meeting on 2/26/2016 provides shareholders an opportunity to vote FOR real proxy access. Apple Inc. designs, manufactures, and markets mobile communication and media devices, personal computers, and portable digital music players to consumers, small and mid-sized businesses, education, and enterprise and government customers worldwide. It is one of the stocks in my portfolio. I will attend the 2/26 meeting in person.

ProxyDemocracy.org had collected the votes of four funds when I checked. I voted against two directors and for proxy access, therefore with the Board’s recommendations 47% 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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Substantial Implementation: Proxy Access Lite

Substantial ImplementationSubstantial implementation, that’s what SEC staff deemed proxy access ‘lite’ last week. Investor rights were eroded again as staff granted a number of no-action letters on February 12th to companies based on “substantial implementation” of proxy access. At its founding, the SEC was largely a champion of shareholder rights. The SEC required companies to include proposals on any proper subject in the proxy in order to approximate the conditions of the annual meeting. The SEC even took Transamerica to court in 1947 for refusing to place shareholder proposals in their proxy. From that high point, the SEC began chipping away at shareholder proxy rights. Last week’s decisions inferring proxy access lite to be substantial implementation provided further evidence of an agency more concerned with protecting entrenched managers than shareholder rights. 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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CSP Inc.: Proxy Score 87

CSPCSP Inc. (CSPI), together with its subsidiaries, develops and markets IT integration solutions and cluster computer systems to commercial and defense customers in the Americas, Europe, and Asia. CSP Inc. is one of the stocks in my portfolio. Their annual meeting is on February 9, 2016. ProxyDemocracy.org didn’t have a listing for CSP I presume it is because the company is too small.  I voted for the directors, pay, auditor and for proxy access, therefore with the Board’s recommendations 87% of the time. View Proxy Statement. Continue Reading →

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Why I’m voting WITHHOLD on Fission Uranium (FCU)

Fission Uranium

“Using the internet for shareowner proxy voting … will awaken the sleeping giant of corporate governance – individual investors.” My optimism was premature when I wrote that in 1999. But finally the giant has awakened and is starting to stir.

Retail shareowners of Fission Uranium Corp (FCU) have joined forces via internet media, including their Stockhouse.com discussion forum, to challenge the incumbent board’s control of the company. It’s significant that retail investors own a majority of Fission’s shares, in contrast to the institutional investor dominance typical of larger firms. Continue Reading →

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Hain Celestial Group: How I Voted – Proxy Score 64

Hain CelestialHain Celestial Group Inc (HAIN) manufactures, markets, distributes, and sells organic and natural products in the United States, the United Kingdom, Canada, and Europe.  Hain Celestial is one of the stocks in my portfolio. Their annual meeting is on November 19, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked. I also checked CalSTRS, since their votes don’t seem to be posted at ProxyDemocracy.org and I voted with the Board’s
recommendations 64% of the time. View Proxy StatementContinue Reading →

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ISS QuickScore Verification Due November 13

ISS QuickScoreMany readers refer to and rely on QuickScores issued by Institutional Shareholder Services (ISS). It is in our interest to have those scores calculated using the best available data. Issuers have until Friday, 11/13/2015, 8 pm ET to submit updates and corrections through the ISS verification process. New scores are expected to be released on 11/23/2015, and will then appear in ISS research reports available on profile pages at Yahoo! Finance and elsewhere.

The following is primarily based on a recent Wilson Sonsini Goodrich & Rosati alert (with similar advice coming from many law firms). I am in no way offering legal advice but am simply passing on information to help ensure ISS has the best available data possible.   Continue Reading →

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All In For Impact: Proxy Access and Advocacy to Thriveability

Proxy Access & AdvocacyAt the recent #AllInForImpact SRI Conference – on Sustainable, Responsible, Impact Investing I presented a “Topic Table.” These are informal gatherings of up to 10 people during lunch. Topics are submitted prior to the conference by any registrant who wishes to lead a discussion on an issue related to sustainable, responsible, impact investing. Mine was on Proxy Access and Advocacy.

I started out with a Calvin and Hobbes cartoon depicting how many people see business today… run by narcissists, producing little of real value and looking to be subsidized. Continue Reading →

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