Procter & 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.
Tag Archives | proxy access
Last 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 →
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 →
As 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 →
FedEx 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 Statement. Continue Reading →
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.
H & 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.
Bernard Sharfman notified me of his post, Public-pension funds play with newest toy in corporate governance, saying: “As you know I am not a big fan of proxy access.” I was looking forward to a thoughtful analysis of the issues but that is not what I found. The R Street blog, where his piece was posted, apparently doesn’t allow comments. Don’t “free markets” and “real solutions” benefit from the free exchange of ideas? Since Sharfman has contributed to the CorpGov.net blog with more serious scholarship, I feel a greater obligation to point out his fallacies. Perhaps, with some dialogue, we will come closer to agreement. I would welcome his comments, as well as those from other readers. Continue Reading →
If you thought 2015 was the year of proxy access, wait until you see next proxy season. These news stories on proxy proxy access are worthy of note but are in no way a comprehensive list of such posts.
Proxy Access: New SEC Staff Paper 8/4/2014
Broc Romanek reports on a blog by Cooley’s Cydney Posner: Continue Reading →
In response to proxy access proposals filed this year, both Whole Foods Market (WFM) and H&R Block (HRB) have adopted proxy access. While I had filed standard proposals seeking the ability of shareholders with 3% of shares held for 3 years to be able to nominate up to 25% of the board, both companies adopted bylaws allowing nominations only up to 20% and limiting nominating groups to 20, whereas my proposals had no such restrictions on the number of participants in nominating groups. Continue Reading →
Whole Foods Market (WFM) has informed me, without any attempt to negotiate terms over my submitted proposal, their board went ahead in adopting proxy access bylaws. See 8-K and amended bylaws. They have asked if I now want to withdraw my proposal. As I did for H&R Block, below I attempt to weigh the pros and cons of withdrawing my proposal. Continue Reading →
The key provisions included in the Company’s proxy access bylaw provision are substantially consistent with the Proposal. Given that the purpose of the Proposal has been fulfilled, we request that you promptly withdraw the Proposal.
Should I withdrawal my proposal and declare victory? Let’s examine. Continue Reading →
Watch Dr. Richard Leblanc talk about Proxy Access for boards and how it could be a corporate governance game-changer.
CCGC has endorsed proxy access. Dr. Richard LeBlanc discusses democracy in corporate governance. Proxy access is the corporate governance game changer. Business organizations have pushed back but some companies have voluntarily adopted it. “This is the right thing to do as far as corporate governance.” Continue Reading →
DaVita HealthCare Partners Inc (NYSE:DVA), one of the stocks in my portfolio, is a biopharmaceutical company focused on the development and commercialization of therapies to treat serious diseases for which there are limited treatment options. Their annual meeting is coming up on 6/16/2015. ProxyDemocracy.org had the vote of two funds when I checked and voted on 6/11/2015. I voted with the board 50% of the time and assigned DaVita HealthCare Partners a proxy score of 50. Continue Reading →
Biogen Inc. (BIIB) discovers, develops, manufactures, and markets therapies for the treatment of neurological, autoimmune, and hematologic disorders in the United States and internationally. It is one of the stocks in my portfolio. Their annual meeting is coming up on 6/10/2015. ProxyDemocracy.org had the vote of five funds (removed 2nd Calvert from table below, since it was duplicative) when I checked and voted on 6/4/2015. I voted with management 47% of the time and assigned Biogen a proxy score of 47. Continue Reading →