A new report and scorecard grades 20 of the largest food retailers in the U.S on their policies and practices regarding pollinator protection, organic offerings and pesticide reduction. Of the top food retailers, 17 received an “F” for failing to have a publicly available policy to reduce or eliminate pesticide use to protect pollinators. Only Aldi, Costco (COST) and Whole Foods (WFM) received passing grades in this category. Continue Reading →
Tag Archives | Whole Foods
Today is your last chance to vote for real proxy access at Whole Foods Market Inc. (WFM, $WFM), unless you plan to attend the meeting in San Francisco tomorrow. The annual shareholder’s meeting will be held at the Fairmont Hotel, 950 Mason Street, San Francisco, California 94108 and will begin at 8 a.m. See Pension funds line up in favor of proxy-access bylaw change at Whole Foods.
If you do attend, please stop me and say hello. I would love to get your feedback on how shareholders can improve accountability through improved corporate governance. Whole Foods used to be one of the largest holdings in my portfolio. Back in October 2013 shares sold for about $65; today $35 seems to be the threshold to beat.
I used to head California’s cooperative development program, so had a lot of experience with struggling grocers and their co-op wholesale. I invested in Whole Foods Market because their model was something of a hybrid, with its emphasis on teams, employee ownership and organic foods. Let’s discuss how Whole Foods can get its groove back.
In the wake of a New York Times story by Mark Oppenheimer about Whole Foods Market CEO John Mackey’s relationship with former rabbi and alleged sex offender Marc Gafni, the company has come under scrutiny. (A Spiritual Leader Gains Stature, Trailed by a Troubled Past)
On December 25th, The Times story reported Gafni saying of one of his alleged victims, “She was 14 going on 35.” 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 →
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 →
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 →
Friends of the Earth, Domini Social Investments and Trillium Asset Management praised Lowe’s (NYSE: LOW) for making a commitment to eliminate neonicotinoid pesticides — a leading contributor to global bee declines — from its stores.
After input from suppliers, NGOs, investors and other key stakeholders, the company announced it will phase out neonicotinoids (“neonics”) as suitable alternatives become available, redouble existing integrated pest management practices for suppliers and provide additional material educating customers about pollinator health. Said Adam Kanzer, Managing Director and Director of Corporate Engagement at Domini Social Investments: Continue Reading →
Still having difficulty trying to figure out what to do with my proxy access proposal, Whole Foods Market today announced they will delay their annual meeting. They filed an 8-K with the SEC, which includes the following: Continue Reading →
Just a quick note to other shareholders who have filed proxy proposals this season. If the company you filed with requested and obtained a no-action letter from the SEC under Rule 14a-8(i)(9), you might obtain a reversal of that sanctioned exclusion. However, as far as I know, you need to ask for reconsideration. I don’t think the SEC is automatically reversing such letters without being requested to do so by the shareholder proponent. See letters to shareowner activist John Chevedden below.
As previously reported (SEC Withdraws No-Action: Rule 14a-8(i)(9) Suspended), the SEC has essentially suspended Rule 14a-8(i)(9) Conflicts with company’s proposal. Chair Mary Jo White issued the following: Continue Reading →
Apologies to those tired of reading about the issue of proxy access at Whole Foods. However, the SEC’s no action letter is a real watershed moment in the long struggle for proxy access, which began in earnest for me with a rulemaking petition in August 2002 but which others have been puruing for decades. Last Friday I received a letters from the Council of Institutional Investors (CII) and the Marco Consulting Group Trust in support of my December 23, 2014 appeal. (See below or CII site.
I am delighted to see the growing concern and support from investors for my appeal. As has been pointed out in the press, we are now witnessing the beginning of an avalanche of copycat filings. See Continue Reading →
The Counsel of Institutional Investors (CII) took a very strong stand yesterday, asking Whole Foods Market to amend its proxy access proposal to conform with the “3 percent for three years” standard applicable to groups.
Whole Foods appears to have generated their proposal in direct response to mine in order to obtain a no-action letter from the SEC under Rule 14a-8(i)(9). As reported earlier, I appealed the SEC’s decision on Whole Foods to the full Commission. Continue Reading →
Nice to see the Gretchen Morgenson of the New York Times writing about my appeal of the SEC’s no-action letter allowing Whole Foods Market to exclude my proxy access proposal. (Whole Foods’ High Hurdle for Investors, 1/3/2015) As Morgenson, writes: Continue Reading →
Whole Foods Market (WFM) is one of the stocks in my portfolio. Their annual meeting is on 3/9/2012. By the time I post this, voting will have ended on MoxyVote.com‘s platform. However, you can still vote at proxyvote.com and you can still visit MoxyVote.com for recommendations from eight “good causes,” Continue Reading →
Additionally, our board of directors amended Article IX of our bylaws to provide that, in order for shareholders to approve an amendment to, or a Bylaw inconsistent with, certain bylaw provisions, the amendment or inconsistent Bylaw must be approved by the affirmative vote of a majority of the outstanding shares. This requirement applies to the advance notice bylaws, written consent procedures bylaws, vacancies bylaws, Article III, Section 1 of the Bylaws which pertains to the composition of the Board of Directors, Article VII of the Bylaws which pertains to indemnification, and Article IX of the Bylaws which pertains to bylaw amendments. Previously, the affirmative vote of 75% of the outstanding shares was required to amend, or adopt a Bylaw inconsistent with, those provisions.
That’s great news. Leroy McDowell provided coverage of the change for Westlaw (Corporate Governance Watch: Activist Pushes Whole Foods Toward Simple Majority Voting, 12/29/09). McDowell attributes the change to be the result of “a longer standing shareholder proposal, submitted by the infamous John Chevedden.” McDowell fails to note that Chevedden’s last resolution on the topic won 57% support. Yet, the Board took no action until a few days ago.
Frustrated by the Board’s inaction, I submitted a resolution for the 2010 annual meeting that calls on the Board to establish an independent board committee to meet with me and to obtain any additional information needed before presenting a recommendation to the full Board. Perhaps this pushed the Board to act. While I’m pleased with the move to split positions and do away with supermajority requirements, I’m not so pleased with the explanation offered in the SEC filing.
Whole Foods Market always has strived to maintain high corporate governance standards. In keeping with this goal, the Board added the Lead Director designation in 2000, and since that time, has shifted all of the responsibilities of the Chairman of the Board to the Lead Director. Despite this shift in responsibilities which has rendered the Chairman role to a mere title, the Company repeatedly has received proposals from corporate activists to separate the Chairman and CEO roles. To avoid unnecessary distraction and protect the Company’s corporate governance profile, Mr. Mackey believes giving up the Chairman title to be in the best interests of the Company and its stakeholders. (my emphasis)
From the language, it would appear that Whole Foods is making the changes, not because they believe in good governance but because they want to avoid unnecessary distraction. Additionally, although the changes were made by the Board, it is obvious Mr. Mackey was “the decider,” as our former President would say. On his blog (12/29/09), Mr. Mackey writes, “Was I forced to give up the Chairman’s title? Absolutely not! Both the idea and the decision to give up the title were completely my own… At no time has anyone on the Board or in management ever asked me to give up the title.”
As I indicate in my resolution to Form a Majority Vote Committee, WFMI’s Lead Director, John Elstrott now Chairman, has been on the board for 14-years. That should be a red flag to shareowners. Back in 1996 the relatively conservative National Association of Corporate Directors, in its Report on Director Professionalism, called for term limits. The NACD suggested a term limit of between 10 and 15 years.
After about 10 years, most directors have been completely captured by the CEOs who brought them to the board and who decide their pay and perks. Long-term directors also get too comfortable. They are not generally innovating against themselves.
If Elstrott ever was independent, he should no longer be considered so. Additionally, according to a report from The Corporate Library, three other directors are outside-related and three owned no stock (Jonathan Sokoloff, Jonathan Seiffer and Stephanie Kugelman). Shareowners should continue to push on directors to invest a substantial portion of their own wealth in the company (not through grants for board service but from their own savings) and should also push on them to act independently.
Mackey was ahead of most with his vision of a shift toward natural food and his adoption of decentralized decision-making, something of an experiment in workplace democracy. Team members meet regularly to decide everything from local suppliers to who should get hired. Democracy seems to have worked well for Whole Foods at the shop floor level. It is time the company also adopted more of a democratic approach with regard to the Board and its shareowners.