BRISTOL-MYERS SQUIBB

Bristol-Myers Squibb Proxy Voting Guide

Bristol-Myers Squibb Company (BMY) discovers, develops, licenses, manufactures, markets, and distributes biopharmaceutical products worldwide. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read these […]

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Discover Financial Services

Discover Financial Services: Proxy Voting Guide

Discover Financial Services (DFS), through its subsidiaries, operates as a direct banking and payment services company in the United States. Most shareholders do not vote because reading through 60+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and […]

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United Technologies

United Technologies Proxy Voting Guide

United Technologies (UTX) provides technology products and services to building systems and aerospace industries worldwide. Most shareholders do not vote because reading through 100+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read […]

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boeing logo

Boeing Proxy Voting Recommendations

Boeing, together with its subsidiaries, designs, develops, manufactures, sales, services, and supports commercial jetliners, military aircraft, satellites, missile defense, human space flight, and launch systems and services worldwide. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote will make. Below, […]

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Nell Minow

Nell Minow: Only Corporate Governance Can Save the World

Nell Minow is one of my heroes. Her 1991 book with Bob Monks, Power and Accountability: Restoring the Balances of Power Between Corporations and Society, helped me give a name and framework to what I thought was the world’s most important overlooked problem — corporate governance. During the last 27 years, I have never met […]

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AT&T Inc 5 years of destroying shareholder value

AT&T Inc Proxy Voting Recommendation

AT&T Inc (T) provides communications and digital entertainment services. The company operates through four segments: Business Solutions, Entertainment Group, Consumer Mobility, and International. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I […]

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Lynn Stout

Lynn Stout Dead at Age 61

Lynn Stout died of cancer Monday at age 61, as reported by Global Proxy Watch. The Cornell law professor was an irrepressible advocate for the idea that boards have obligations to all stakeholders, not just shareowners, expressed forcefully in a 2012 book called The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public. Although the […]

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General Electric 5 years compared to Nasdaq

General Electric Proxy Voting Recommendation

General Electric Company (GE), operates as a digital industrial company worldwide. It operates through Power, Renewable Energy, Oil & Gas, Aviation, Healthcare, Transportation, Lighting, and Capital segments. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote will make. Below, I […]

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First Hawaiian

First Hawaiian Proxy Voting Recommendation

First Hawaiian, Inc. (FHB) operates as a bank holding company for First Hawaiian Bank that provides a range of banking services to consumer and commercial customers in the United States. Although First Hawaiian is controlled by BNP Paribas (“BNPP”), it is still worth it for non-controlling shareholders to vote and express our wishes because of […]

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Citigroup $C

Citigroup $C Proxy Voting Recommendation

Citigroup $C, a diversified financial services holding company, provides various financial products and services for consumers, corporations, governments, and institutions. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and […]

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NCR Recent Governance Developments

NCR Recent Governance Developments

NCR Recent Governance Developments: Typical Statement In a section of NCR Recent Governance Developments, the first paragraph was not unusual. They touted their shareholder engagement and the fact that the Board adopted a proxy access bylaw. As is typical, they fail to mention they did so because we filed a shareholder proposal on that topic. […]

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GE PX14A6G vicious-cycle-of-short-termism

GE PX14A6G: Deduct Stock Buyback Impact

GE PX14A6G: Notice of Exempt Solicitation pursuant to Rule 14a-103 reproduced below with minor modifications. Please sign on to our Change.org campaign. Use Real Impact Tracker to ask your fund to vote for Shareholder Proposal 3, “Deduct Impact of Stock Buybacks from Executive Pay” at or before the GE annual meeting. See also SEC ADMITS IT’S NOT MONITORING STOCK BUYBACKS […]

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Facets of Risk Panel - Corporate Directors Forum

The Many Facets of Risk

Facets of Risk – my abbreviation for The Many Facets of Risk: Threats Posed by Internal Cultural Issues – the topic of a panel at the Corporate Directors Forum I attended in San Diego in January. This will be the last of my reports from that Forum. Like all Corporate Directors Forums, Facets of Risk operated under the Chatham […]

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AST

AST Launches Issuer Central

AST claims to have created the first industry platform with registered and street securities ownership information available together, providing a more comprehensive view of ownership. AST, a leading tech-enabled professional services firm with transfer agent roots, gave me a peek under the hood of their database. Issuer Central™ brings together many of the core services […]

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Measuring Effectiveness

Measuring Effectiveness: SDG Investing

A new measuring effectiveness roadmap helps investors ensure they are moving beyond generating environmental or social impact through individual market transactions and are better aligning with broader system-level goals (e.g., the United Nations Sustainable Development Goals, SDGs). Group action along the same trajectory can better influence system-level change. The measuring effectiveness roadmap helps investors answer […]

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Zuckerberg

Mark Zuckerberg: Give Up Facebook Control

Mark Zuckerberg, the social media titan, needs to embrace a new model of ownership and corporate governance. As Mark Zuckerberg comes to terms with his latest public-relations disaster, he has made some interesting admissions. One is that the Facebook CEO feels “fundamentally uncomfortable sitting here in California in an office making content policy decisions for people […]

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Transforming Capital Markets

Transforming Capital Markets

Transforming Capital Markets; that will be my abbreviation for Transformation of Our Capital Markets. the topic of a panel at the Corporate Directors Forum I attended in San Diego in January. Yes, I’m still digesting all the great conversations. Like all Corporate Directors Forums, this one operated under the Chatham House Rule, so you will not find any direct […]

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Talent Management panelists

Talent Management: #CorpDirForum2018

Culture: A Driving Force in Talent Management was the topic of a panel at the Corporate Directors Forums I attended in San Diego in January. Yes, I’m still digesting all the great conversations. Like all Corporate Directors Forums, this one operated under the Chatham House Rule, so you will not find any direct quotes below. These are […]

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Cultural Risks Panel

Cultural Risks: SVDX & Rock Center

Cultural Risks: As Advertised Cultural risks were the topic of a recent Rock Center / SVDX event. The spotlight often shines on cultural risks only after an organizational crisis or incident. But forward-looking leaders are shifting to a proactive approach to cultural risk management. Macro business issues—cost and regulatory pressures, digital disruption, cyber threats, talent shortages, […]

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lobbying disclosure

Lobbying Disclosure Sought @ 50 Companies

Lobbying disclosure remains a top shareholder concern for the 2018 season, as evidenced by proposals filed at 50 companies by 74 institutional and individual investors. A coalition is 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 […]

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Starbucks Corp

Starbucks Corp Proxy Voting Recommendation

Starbucks Corp (SBUX), operates as a roaster, marketer, and retailer of specialty coffee worldwide. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read these posts […]

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Compensation #corpdirforum2018

Compensation: The Difference it Makes

Compensation:  The Difference it Makes Compensation. Most Americans think CEOs of the 500 largest publicly traded corporations are overpaid, even though they think CEOs made less than a tenth of what they actually earn. The Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 1,202 individuals — representative by gender, race, […]

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Universal Background Checks FactSheet_graphic

Universal Background Checks: Take Action

Universal background checks; that would be a good first step. Gun violence may seem to some of my readers too far afield from corporate governance. However, I believe our investment decisions, including communications with companies and proxy votes made after AFTER buying stock should reflect all our values, not just greed. I am all for banning […]

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Culture Impact #corpdirforum2018

Culture Impact: Directors Forum 2018

The Culture Impact: Values, Attitudes & Strategic Directions Culture impact in corporate governance got a big boost with NACD Blue Ribbon Commission report Culture as a Corporate Asset. A brave panel tackled the topic, The Culture Impact: Values, Attitudes & Strategic Directions, at the Corporate Directors Forums I attended in San Diego. Like all Corporate Directors Forums, this […]

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Walt Disney Company

Disney Proxy Vote Recommendations

The Walt Disney Company (DIS), operates as an entertainment company worldwide. Most shareholders don’t vote because reading through 74 pages of the proxy AND many more pages of appendices is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read […]

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Benmefit Corporation vs B Corp

Benefit Corporation: Accountability Matters

Benefit corporation governance provides increased accountability. Most of our financial capital is allocated and stewarded through a system that has a primary goal of creating financial return. This goal directs the real economy, where shareholders treat corporations as accountable for financial results, but not for their economic, social or environmental impact. (more…)

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Shareholder Hot Topics

Shareholder Hot Topics: Corporate Directors Forum 2018

Shareholder Hot Topics: Introductory Notes Most of the Corporate Directors Forums I have attended in San Diego start with “Shareholder Hot Topics.” There is widespread interest in the subject from directors, management, shareholders, consultants and academics. This year the Forum had an overall theme, “How Culture Impacts the Boardroom and Beyond.” Corporate culture is the […]

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Spending Against Change

Spending Against Change Heightens Climate Risk

Spending Against Change, a new report from the 50/50 Climate Project, finds that twenty-one of the largest energy and utility companies in the U.S. that have spent at least $670 million over six years to influence elections, regulators and lawmakers have limited board oversight of climate risk and political spending, and lack climate competent board members. These corporations face the highest exposure […]

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AI Robotics panel

AI: Boards Embracing Technology

Robotics and AI: How will Boards Embrace Tomorrow’s Technologies? As advertized: AI and Robotics are coming. There is no question that disruptive technologies are going to dominate not only what is introduced into the marketplace but also how our businesses are operated internally. Two evolving, and already disruptive forces, are robotics and artificial intelligence (AI).  […]

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valuation of dual-class firms

Dual-Class Should Sunset Says Rob Jackson

US stock exchanges should require sunset provisions for dual-class shares, SEC commissioner Rob Jackson said in his first speech since taking office last month.  In the speech at UC Berkeley School of Law, he likened dual-class shares that do not sunset to “corporate royalty” and said such structures were “antithetical to our values as Americans.” […]

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