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 →
Tag Archives | SEC
Corporate lobbying disclosure remains a top shareholder proposal topic for 2016. At least 66 investors have filed proposals at 50 companies asking for lobbying reports that include federal and state lobbying payments, payments to trade associations used for lobbying, and payments to any tax-exempt organization that writes and endorses model legislation. Political activity remains a top investor topic for the sixth consecutive year, with more than 90 proposals filed for 2016 that seek disclosure of either lobbying or political contributions. Continue Reading →
RIA hands untied by Newground Social Investments team and the SEC’s refusal to grant a no-action letter to Baker Hughes (BHI, $BHI) on February 22, 2016. Congratulations to Bruce Herbert and staff at Newground, as well as to their advisors.
We have discussed the importance of not counting abstentions before at Simple Majority Vote Counting Initiative for Proxies. Bruce has worked tirelessly in chipping away at vote counting deception for years… making some progress. However, what we are celebrating here are two precedents established that will ease the burden faced by Registered Investment Advisors (RIAs, Investment Advisor or Investment Adviser?) and their clients: Continue Reading →
The SEC protects the 2%. No, I am not writing about the top 2% of America in terms of wealth or income, although there is probably some correlation. I am writing about the 2% of shares that are still registered. While the SEC is protecting shareholders who own that 2% of shares, they are falling down on the job with respect to protecting the rights of shareholders owning the other 98%. Yesterday, I asked the SEC to invalidate the proxy ballot sent out by Qualcomm (QCOM). I’ve raised this issue before, filing a rulemaking petition on the subject in 2009 but can’t let the SEC’s inaction slide. A few examples of previous posts are as follows:
- Reforms at ProxyVote Don’t Go Far Enough
- Steris Corporation’s Proxy Voting Deflate-Gate
- Biased Ballots: Oshkosh Vote Questioned – Take Action
- Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime
- If I Were on the SEC’s Investor Advisory Committee: Recommendations to Help Retail Investors
- Don’t Let Them Get Away With Stealing Elections
Apple shareholders rejected real proxy access at their meeting on February 25, 2016. Maybe shareholders thought they already have it. Recent decisions by the SEC could lead shareholders to believe proxy access was “substantially implemented.”
Maybe they wanted to support Apple’s management while the company is under attack from the FBI.
ISS recommended a “For” vote. Shouldn’t that have guaranteed passage?
We probably won’t know for months which Apple shareholders rejected real proxy access… and maybe that’s the key point.
Disney ($DIS), together with its subsidiaries, operates as an entertainment company worldwide. Disney is one of the stocks in my portfolio. Their annual meeting is on March 3, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. I voted against the pay proposal and compensation committee and in favor of shareholder proposal to eliminate supermajority requirements and to report on lobbying. I voted with the Board’s recommendations 62% of the time. View Proxy Statement.
Apple 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.
Substantial 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 →
Franklin Resources, Inc. (BEN) is a publicly owned asset management holding company, which includes Franklin Templeton Investments, and is one of the stocks in my portfolio. Their annual meeting is on February 17, 2016. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted against three directors and for the proposal for a report on voting incongruities regarding climate change voting. I voted with the Board’s recommendations 58% of the time. View Proxy Statement.
Franklin Resources: Special Note
This is one of the most important votes of the year because of the vitally important proxy proposal submitted by Zevin Asset Management, along with First Affirmative Financial and Friends Fiduciary Corporate. The proposal asks our company to report on incongruences between the proxy voting practices of Franklin Resources and its stated policy positions on climate change. If they are essentially ‘green-washing,’ this proposal should lead to a change in how they vote. If their proxy votes are already aligned with their policies and public statements, a report will provide an opportunity for good publicity. Continue Reading →
CSP 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 →
TD Ameritrade Holding Corporation (AMTD) provides securities brokerage services and related technology-based financial services to retail investors, traders, and independent registered investment advisors (RIAs) in the United States. TD Ameritrade is one of the stocks in my portfolio. Their annual meeting is on February 18, 2016. ProxyDemocracy.org had collected no votes when I checked. I voted against the pay and bonus plans, therefore with the Board’s recommendations 62% of the time. View Proxy Statement.
Visa Inc (V), a payments technology company, operates an open-loop payments network worldwide. The company facilitates commerce through the transfer of value and information among financial institutions, merchants, consumers, businesses, and government entities. Visa is one of the stocks in my portfolio. Their annual meeting is on February 3, 2016. ProxyDemocracy.org had collected no votes when I checked. I voted against the pay plan, incentive plan, amendments and the compensation committee but with the Board’s recommendations 53% of the time. View Proxy Statement on iiWisdom. Continue Reading →
2nd update, 12/20/2015: Unpack your bags, cancel your flight and hotel. Reeds Inc. (REED) has postponed tomorrow’s annual meeting to 12/30/2015. Although the move may be costly to shareowners and our company, it may pay dividends in the long-run if REED finally starts paying more attention to shareowners, corporate governance and their legal obligations. REED made a material error in their proxy materials and ballot. Although they filed a revised proxy, they didn’t pay to send a new ballot or link to shareowners. The supplement they issued on Friday includes a new ballot but so far that has not gone out to most shareowners. I am hoping they will do so this week through Broadridge’s proxyvote.com platform. Continue Reading →
United Natural Foods, Inc. $UNFI, together with its subsidiaries, distributes and retails natural, organic, and specialty foods and non-food products in the United States and Canada. United Natural Foods is one of the stocks in my portfolio. Their annual meeting is on December 16, 2015. ProxyDemocracy.org had collected the votes of four funds when I checked. I voted with the Board’s recommendations 42% of the time. View Proxy Statement.
Medtronic PLC ($MDT) manufactures and sells device-based medical therapies worldwide. Medtronic is one of the stocks in my portfolio. Their annual meeting is on December 11, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted with the Board’s recommendations 44% of the time. View Proxy Statement.