Tag Archives | proxy

Resolution: Report Public Policy on Climate Change

Climate Risk DisclosureRecently, with the revelations about Exxon’s past support for climate denial organizations hitting the news, there has been a fresh interest in the ways oil companies have used their lobbying and contributions to oppose climate change solutions. For example most oil companies are members of the Chamber and American Petroleum Association, which recently sued the EPA opposing its clean power plan. Their money and reputation line up working to block regulations that would reduce GHG emissions.   Continue Reading →

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ISS Proxy Voting Survey Due Friday at 5:00 pm ET

ISS Proxy Voting Survey - Hall of Mirrors

ISS Proxy Voting Survey – Hall of Mirrors

Attention everyone who thinks ISS has too much say over how proxies are voted. It might be a good time for you to see how those policies are actually developed. No, ISS doesn’t develop its policies by reviewing all the academic research to determine which types of proxy proposals create value or are correlated with value creation (Do ISS Voting Recommendations Create Shareholder Value?David F. Larcker, Brian Tayan) Instead, the ISS proxy voting survey essentially asks subscribers to tell ISS how it should advise their subscribers to vote.

When I first heard about this years ago, it felt like looking down a never ending hall of mirrors. You ask me how shareholders should vote; then, when voting time comes, you remind me what I said. Of course, not all ISS clients will have anything to say about every issue and a large number probably do not have the staff to be researching proxy voting issues and policies. It is a little like one of those Lost on the Moon exercises you may have taken in one of your classes on group dynamics. In most cases, the group will be smarter than the individual participants. The same principles apply in creating a proxy voting policy.  Continue Reading →

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Boardroom Insider: Aren’t Boards Supposed to Work That Way?

Boards od Directors

A meeting of a board of directors of the Leipzig–Dresden Railway Company in 1852 (Wikipedia)

Those of us involved in corporate governance issues for a living enjoy talking shop with others in the field. One reason, I suspect, it that it’s so damned difficult to explain corporate governance norms to people on the outside. “You mean CEOs pretty well select the very board members who set those CEOs’ pay and performance standards? How can I get a job like that?”…and so on. Continue Reading →

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Who Says Activist Investors Have Struck Out?

The passing US proxy season made lots of business headlines as the most turbulent ever (which I’ve found happens every year). But 2015 was still notable for the flood of activist initiatives targeting company boards of directors. Activists sought “no” votes on directors who set executive pay, or said no to stock buyback, dividend, or spinoff plans. They nominated their own candidates for board seats, sometimes even whole board slates. They generally caused a ruckus. Continue Reading →

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ITC Holdings: Proxy Score 43

ITC HoldingsITC Holdings Corp. (NYSE:ITC), one of the stocks in my portfolio, is an online and technology-enabled quick-turn manufacturer of custom parts for prototyping and short-run production. Their annual meeting is coming up on 5/20/2015. ProxyDemocracy.org had the votes of one fund when I checked and voted on 5/13/2015. I voted with management 43% of the time and assigned ITC Holdings a proxy score of 43. Continue Reading →

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JPMorgan Chase (JPM): Proxy Voting Recommendations

JPMorgan I don’t hold shares of JPMorgan Chase (JPM) in my portfolio but the shareholder proposals that will be voted this year deal with crucial issues that will come up at many other companies this proxy season. I received the following letter from shareholders urging readers to vote for a proposal requesting a report on lobbying at JPMorgan Chase and thought it worth your attention, especially given that I had already blogged about a resolution seeking to end government service golden parachutes also to be voted at JPMorgan Chase, as well as voted collected by ProxyDemocracy.org. I would vote in favor of all the shareholder proposals, if I owned the stock. Continue Reading →

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Corporate Governance In India

IiAS What is corporate governance? It is a process set up for the firms based on certain systems and principles by which a company is governed. The guidelines provided ensure that the company is directed and controlled in a way so as to achieve the goals and objectives to add value to the company and also benefit the stakeholders in the long term. Continue Reading →

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General Electric Company (GE): Proxy Score 57

GEGeneral Electric Company (GE), which operates as an infrastructure and financial services company worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2015. ProxyDemocracy.org had the vote of two funds when I checked and voted on 4/15/2015.  I voted with management 57% of the time and assigned General Electric a proxy score of 57.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the General Electric Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Johnson & Johnson (JNJ): Proxy Score 44

Johnson & JohnsonJohnson & Johnson (JNJ), which researches, develops, manufactures, and sells various products in the health care field worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 4/17/2015.  I voted with management 44% of the time and assigned Johnson & Johnson a proxy score of 44.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Johnson & Johnson 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Simple Majority Vote Counting Initiative for Proxies

voteThis guest post from Bruce Herbert of Investor Voice provides an overview of a simple majority vote counting shareholder initiative, which seeks to eliminate abstentions from the denominator in calculating votes as well as super majority threshold requirements that have not been approved by shareholders.

“Fair corporate suffrage is an important right that should attach to every equity security bought on a public exchange.”

– U.S. House of Representatives, Securities Exchange Act of 1934 Continue Reading →

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Apple Inc. (APPL): Proxy Score 83

appleUpdate: ISS recommends its clients vote in support of proxy access, calling the proposed eligibility requirements of my proposal at Apple robust, while safeguarding against abuses in the nominating process. Glass Lewis opposes the proposal because “given the company’s… positive financial performance, we do not believe that adoption of this proposal is necessary at this time.”

So, the tool you’ll need when the company is in trouble, you’re supposed to wait until the company is already in trouble to put that in place, according to Glass Lewis… then you wait again until you can make nominations? That’s like waiting until a building is on fire to install a sprinkling system. Apache is the latest company to support proxy access. That company, which sued retail shareowner John Chevedden rather than allow shareholders to vote to eliminate supermajority requirements, seems to have a better grasp of when proxy access is needed than proxy advisor Glass Lewis.

The C$238.8 billion ($189.4 billion) Toronto-based CPPIB and the $182.2 billion FSBA both plan to vote in support of a shareholder proposal calling for proxy access, enabling shareholders to use corporate proxy materials to nominate up to 25% of the board. CalSTRS ($186 billion) voted for proxy access, using the Glass Lewis voting platform. Continue Reading →

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United Natural Foods (UNFI) – Proxy Score 82

UNFIUnited Natural Foods, Inc. (UNFI) , which distributes and retails natural, organic, and specialty foods, as well as non-food products primarily in the United States and Canada, is one of the stocks in my portfolio. Their annual meeting is coming up on 12/17/2014. ProxyDemocracy.org was down when I checked and voted on 12/14/2014. I hope they are able to obtain continued funding to keep the site going. If anyone would like to make a tax deductible contribution to that effort, please email Andy Eggers, cc James McRitchie (I’ll match whatever you contribute up to $2,500). I voted with management 82% of the time and assigned them a proxy score of 82.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the United Natural Foods 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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