Tag Archives | proxy access

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 and Australia’s Local Government Super.

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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ISS: Vote Against Directors Adopting Lite Proxy Access

Vote Against Directors

Vote Against Directors Adopting Lite

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 releaseContinue Reading →

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Best Practices Spread from Well-Governed Companies

Well-Governed CompaniesAs I have advised companies where I have submitted proxy access proposals,  I am not singling out your company with the aim of implementing proxy access. In fact, I would rather first target well-governed companies, which are more likely to adopt best practices as outlined by the Council of Institutional Investors. Best practices generally spread from well-governed companies to companies that are not well-governed, not the other way around.  We can’t portray a company as having bad corporate governance, as an outlier, until most companies have adopted best practices. Continue Reading →

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Procter & Gamble: How I Voted – Proxy Score 56

Procter & GambleProcter & Gamble Co (NYSE:PG) provides consumer packaged goods and is one of the stocks in my portfolio. Their next annual meeting is October 13, 2015. ProxyDemocracy.org had collected the votes of four funds when I checked and voted. I voted with the Board’s recommendations 56% of the time. View Proxy Statement

Read Warnings below. What follows are my recommendations on how to vote the Procter & Gamble proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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Avoiding Proxy Access Lite: Revised Template

CII - Proxy Access: Best PracticesLast 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 →

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Fixing Proxy Access Lite

Whole Foods Market (WFM)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 →

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Avoiding Proxy Access Lite: QUALCOMM Proposal

QualcommAs 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 →

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FedEx: How I Voted – Proxy Score 38

FedExFedEx Corporation (NYSE:FDX) provides a portfolio of transportation, e-commerce and business services under the FedEx brand and is one of the stocks in my portfolio. Their next annual meeting is September 28, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked and voted. I also picked up the votes of CalSTRS in my table below, since ProxyDemocracy doesn’t seem to be scraping their votes. I voted with the Board’s recommendations 38% of the time. View Proxy StatementContinue Reading →

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Whole Foods Market: Proxy Score 87

Whole Foods Market (WFM)Whole Foods Market, Inc. (NASD:WFM) is a retailer of natural and organic foods and grocer. The Company has one operating segment, natural and organic foods supermarkets and is one of the stocks in my portfolio. Their next annual meeting is September 15, 2015. ProxyDemocracy.org had collected the votes of four funds when I checked and voted. I voted with the Board’s recommendations 87% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the Whole Foods Market proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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H & R Block: How I Voted – Proxy Score 67

H&R BlockH & R Block Inc (NYSE:HRB) provides tax preparation and banking services and is one of the stocks in my portfolio. Their next annual meeting is September 10, 2015. ProxyDemocracy.org had collected the votes of one fund when I checked and voted. I voted with the Board’s recommendations 67% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the H & R Block proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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