Tag Archives | SEC

Guidewire Software, Inc. (GWRE): How I Voted – Proxy Score 40

GuidewireGuidewire Software, Inc. provides software products for property and casualty (P&C) insurers. It offers a technology platform supports core insurance operations, including underwriting and policy administration, claim management, and billing. Guidewire is one of the stocks in my portfolio. Their annual meeting is coming up on December 3, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked.  I voted with the Board’s recommendations 40% 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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Comment: “Materiality,” File Reference No. 2015-300

Public Citizen circulates comment letter on materialityTake Action: Bartlett Naylor of Public Citizen sent me the following draft sign-on comment letter to FASB/SEC regarding their concept release to redefine “materiality” from information that “could” be important to investors to information that “would” be considered important. If you agree with us that regulators shouldn’t be reducing the volume information that “could” be material, please contact Mr. Naylor at bnaylor@citizen.org. Let him know you want to join in the comment letter. Include your contact details and how you want to be referenced. 

December 6, 2015

Mary Jo White/Chair
James Schnurr/Office of Chief Accountant
Securities and Exchange Commission Members
Financial Accounting Standards Board Continue Reading →

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“Directly Conflicts” Clarified by Staff Legal Bulletin

Seal of SECNever underestimate the ability of SEC staff to parse the rules in a creative way. Staff Legal Bulletin No. 14H (CF) does not adhere completely to original intent, which staff determined was “to prevent shareholders from using Rule 14a-8 to circumvent the proxy rules governing solicitations.” However, it gets us where we need to be in defining the meaning of “directly conflicts” with regard to Rule 14a-8 exclusions. Continue Reading →

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Fairfax and Peirce Nominated to SEC

Seal of SECPresident Obama selected Democrat Lisa Fairfax and Republican Hester Peirce to serve on the SEC.

Lisa Fairfax

Lisa Fairfax

Fairfax, a law professor at George Washington University, surfaced after liberal groups pressured the White House not to hire a corporate lawyer who had previously worked to represent Wall Street. She has been active in promoting diversity on corporate boards, serving as co-director of the DirectWomen Board Institute, which identifies and supports women attorneys as board candidates. Continue Reading →

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SEC’s CEO Pay Rules Should Provoke Internal Pay Exam

CEO pay rules proposed by SEC

CEO pay rules proposed by SEC: Borrowed from https://www.linkedin.com/pulse/top-13-ways-grow-healthy-inbound-customer-call-center-tasha-hickman Good news but let’s not get carried away.

Tom Croft of Heartland Capital Strategies had a good post the other day on the proposed CEO pay rules:

The US Securities Exchange Commission (SEC) voted to adopt a new CEO-Worker Pay Ratio Rule at its August 5 Meeting, passing the rule mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (five years later).
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Reforms at ProxyVote Don’t Go Far Enough

ProxyVoteBroadridge Financial Solutions, Inc. BR, launched a newly upgraded ProxyVote site, which improves the shareholder communication and proxy voting experience for individual shareholders. Read the press release below, then my commentary.

“ProxyVote.com has long been a key technology in the corporate governance process,” said Broadridge Investor Communications Solutions President Robert Schifellite. “Since its launch more than 17 years ago, usage has grown tremendously and, in the past year alone, more than two-thirds of all proxy votes by individual shareholders were cast on ProxyVote.com.  The newly upgraded platform reflects extensive input from individual investors, companies, broker-dealers, corporate governance experts, and regulators.”
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Steris Corporation’s Proxy Voting Deflate-Gate

Steris Proxy Voting Deflate-GateMost companies opposing a shareholder proposal simply rely on an opposition statement, although sometimes they  solicit the votes of their largest shareowners. Steris Corporation (NYSE:STE) took it a bit further. Was it cheating? That depends on your perspective. Like a partially inflated football, a partially stuffed ballot can provide the crucial margin needed to win.

Proxy Voting Deflate-Gate: What Steris Did

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Society of Corporate Secretaries & Governance Professionals: Part 1

Society of Corporate Secretaries & Governance Professionals

What a mouthfull. The 2015 National Conference in Chicago, 6/24-27, was my first time attending one of their events. Even though I’ve been blogging about corporate governance for almost 20 years, I didn’t know what they call themselves?  SCSGP? Even that is a mouthful; without vowels how would I pronounce it? Maybe “Corporate Secretaries?” It turned out to be just the “Society.” Like Modonna, Yanni, Sher, Twiggy, Enya, Charo, Bono and Voltaire, only one name is needed.  All those other societies will have to come up with other options to avoid confusion.  Continue Reading →

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Take Action: Defend Your Vote – SEC’s Rule 14a-8(i)(9) Review

Hijacked- Rule 14a-8(i)(9) Review

Rule 14a-8(i)(9) Review

Take Action: Comment on SEC’s Rule 14a-8(i)(9) Review

As proxy season draws to an end, managers, boards and their legal advisors are calling on the SEC to allow companies to exclude shareholder proposals if a company includes a proxy proposal on the same subject, even if it would do the opposite of the shareholder proposal. That recommendation threatens to hijack the very existence of the proxy proposal system, which simply  allows shareholders to petition boards to take action and to put those petitions to a proxy vote to gauge support from  shareholders. Your meaningful vote in corporate elections and the foundations of democratic corporate governance are at stake. Continue Reading →

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Is the Battle for Proxy Access Over?

Winston Churchill gives sign for victory

Proxy Access Victory?

The Status of Proxy Access 2015:

“Now this is not the end. It is not even the beginning of the end. But it is, perhaps, the end of the beginning.” – Winston Churchill 

This post is in response to a LinkedIn piece by Anthony Goodman of Tapestry Networks regarding the status of proxy access post the success of New York Comptroller Scott Stringer’s Board Accountability Project (with adopt of proxy access by Bank of America, Abercrombie & Fitch, Big Lots and Whiting Petroleum to date). While the “2015 Battle for Proxy Access” appears won, the war over access is far from finished. What is over is the “ambiguity” over whether there is unanimity amongst institutional investors, governance advocates and proxy advisors for the 3-3-25 standard or whether the mega mutual funds would support conflicting higher ownership thresholds and holding periods. We now know that the answer to that question is generally universal support for 3-3-20/25 standard. Continue Reading →

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Investing Lessons from the Virginia Company of London

Virginia Company of LondonInvesting in America began with bankruptcy and early lessons in corporate governance. In the early 17th century, the hottest stock in England was the Virginia Company of London. Instead of adding to their fame and fortune, wealthy investors gained several hard insights from this first company to go bust on American soil.

Fame Is Not To Be Confused With Fortune

By 1609, the Virginia Company was two years into the Jamestown settlement and despite many setbacks from rugged conditions and Continue Reading →

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Video Friday: Where is the SEC on Dark Money?

Dark MoneyI think most Americans have a very limited attention span when it comes to investing, the SEC and especially corporate governance. When I came across SECDisclose.org earlier this week, I was delighted with a series of videos they have uploaded on dark money and with their byline: Because the S.E.C. shouldn’t stand for “S-E-C-RET.”

In a few paragraphs below lifted from SECDisclose and a press release from the Corporate Reform Coalition, I hope to perk your interest in this project so that you’ll share their links with your friends. I love their campaign. It is very creative. However, one thing the campaign fails to do, at least as far as I could tell in a quick look, is to call their viewers and readers to action. I’ve practically hounded my readers to death on this issue but will do so once again. Continue Reading →

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Video Friday: SEC Proxy Voting Roundtable

Replay the SEC Proxy Voting Roundtable. (Sorry no YouTube embedded video. You need to click a link.)

Unfortunately, there is a gap about 2/3 of the way through for a fire drill. The second panel does come back but the video runs out while Nell Minow is speaking. As usual, she provides the best quote of the day: Continue Reading →

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Preliminary Proxy: Illinois Tool Works and Huntington Ingalls Industries

Huntington Ingalls Industries (HII)Illinois Tool Works - ITWMissing from the preliminary proxy statements of Illinois Tool Works $ITW and Huntington Ingalls Industries $HII are special meeting proposals from William Steiner, even though the SEC months ago withdrew no-action letters previously issued to the companies. (Illinois Tool Works and Huntington Ingalls Industries)  Shareowners of these companies might want to inquire as to why the proposals were left off preliminary proxy statements. (see ITW and HII statements) Continue Reading →

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