Prison Labor concerns raised again by NorthStar Asset Management won nearly 29% of shareholder votes at Costco Wholesale meeting on January 24, up from almost 5% last year. The proposal asked for enhanced analysis and disclosure on risks related to prison labor in the company’s supply chain. Yes, if you just read that old link from a […]
Shareholder Democracy Network on Drugs
Drugs are being priced out of reach. The new web platform, Shareholder Democracy, will enable millions of Americans to “vote” on pending 2019 shareholder resolutions at six pharmaceutical companies. Shareholder Democracy Network and its drug-pricing ballot for stakeholders will be launched during a phone-based news conference at 1 p.m. ET/10 a.m. PT on Tuesday (February […]
Participation Needed to Restore Trust
Participation by every American family in the market and in corporate governance is needed to address growing inequality, sense of powerlessness and slowing growth rate. As long as 84% of corporate stock is owned and controlled by 10% of Americans, corporations will not be trusted; nor should they be. (more…)
Support Apple Proposal 4: Shareholder Proxy Access Amendments
Apple Proposal 4 Apple proposal 4 would raise the number of “Shareholder Nominees” eligible to appear in Apple’s proxy materials from 20% of the directors then serving to 20% of the directors then serving or 2, whichever is greater. Apple currently has 8 directors; 20% of 8 rounded down to the nearest whole number is […]
Internet Will Drive Public Opinion and Proxy Voting to Reflect American Values
American values were recognized as at risk in 1932 when Adolf Berle and Gardiner Means argued that with dispersed shareholders, ownership has been separated from their control. (The Modern Corporation and Private Property) Ironically, concentration of equities under the umbrella of three or four indexed funds presents an opportunity to end that divide and make companies […]
Franklin Resources 2019 Attacks Shareholder Rights
Franklin Resources 2019 annual meeting is 2/12/2019. Shareholder rights are under attack. Vote AGAINST Barker, Johnson, Pigott, Stein, and Waugh, as well as the auditor. Most important, vote AGAINST the Board’s attempted Ratification of a Substitute Special Meeting Amendment. Shields up! Vote to protect shareholder rights and enhance long-term shareholder value. (more…)
Say.com Goes Live on Tesla
Say.com goes live to help small shareholders have a greater voice in how the companies they’re invested in are run. Say facilitates proxy voting for shareholders who invest at the broker-dealers it is partnered with and also is creating new products for all shareholders to engage with companies, regardless of where they invest. (more…)
Real-Time Proxy Voting Disclosure Will Drive Competition
Real-time proxy voting disclosure by big funds could drive competition for investments from individual investors and smaller institutional investors with few resources for proxy analysis. Such disclosures would also go a long way in solving problems raised by Delaware Supreme Court Chief Justice Leo E. Strine, Lucian Bebchuk, and the Main Street Investors Coalition regarding potential […]
NAM: Stop Supporting ‘Main Street Investors’ Coalition Say Real Investors
NAM Board Targeted Investors led by Walden Asset Management, New York Common and the California State Teachers’ Retirement System (CalSTRS) called on 45 companies sitting on the Executive Committee and Board of the National Association of Manufacturers (NAM) to end the trade association’s attacks on shareholders. The investors’ letter asks the companies to distance themselves […]
Directors Forum 2019
What follows are quick takes, with many incomplete sentences, from the recent Directors Forum 2019 held in San Diego. These are highlights from the notes of one participant, from my perspective as a shareholder advocate. If you attended, I am sure you have different takeaways. Please share them as comments. Like all Directors Forums, this one […]
Second Annual Board Governance Research Report
The second annual Board Governance Research report on Women on Boards of Companies Headquartered in California examines the current state of board gender diversity. California made history in 2018 by becoming the first state in the U.S. to require that public companies headquartered in the state have women on their boards. Last year’s report was cited in […]
Jill Fisch: Index Funds Investors Can Switch
Jill Fisch, et al. addresses a central myth around index funds and investors in Passive Investors (June 29, 2018). Her research has implications applicable to recent analysis and recommendations by Delaware Supreme Court Chief Justice Leo E. Strine Jr., Professor Lucian Bebchuk and others. The following is the central highlight: Our key insight is that although […]
Big Three Index Funds: Bebchuk, Hirst and More
Lucian Bebchuk has given more thought to the issues surrounding the Big Three Index Funds than other researchers. He and Scott Hirst recently provide a “comprehensive theoretical, empirical, and policy analysis of index fund stewardship.” Reference also Strine: Big 4 Responsible to “Forced Capitalists,” as well as The Untenable Case for Keeping Investors in the Dark by […]
CII Guide to Disclosure of Board Evaluation Processes
The CII Research and Education Fund (CII-REF), a Council of Institutional Investors (CII) subsidiary, issued a Guide to Disclosure of Board Evaluation Processes highlighting best practices. (more…)
Strine: Big 4 Responsible to “Forced Capitalists”
In a recent paper, Delaware Supreme Court Chief Justice Leo E. Strine Jr. excoriates the Big 4 mutual fund families for voting against shareholder proposals seeking transparency for political contributions. His recommended action is radical. I offer a more moderate strategy. (more…)
Fitch Links ESG to Credit Ratings
Fitch Ratings today announced the launch of a new integrated scoring system that shows how environmental, social and governance (ESG) factors impact individual credit rating decisions. On one side, the Main Street Investors Coalition believe investors must focus on maximizing financial return and management knows best. On the other side are those who want to broaden […]
Do the Opposite: Franklin Resources Plays George
Do the Opposite was funny in the sitcom Seinfeld but not so funny when Franklin Resources does the opposite of shareholder proposals. In fact, doing the opposite threatens the existence of even the facade of democratic corporate governance, alive since 1947 with the legal right of shareholders to file and vote on proposals. (more…)
G. Fleck Board Service Tracks Movements
We added G. Fleck Board Service, a recruiting service, to our Links+ page under our Boards and Officers heading. Their free subscription services will help keep you posted on director, CEO, CFO, and General Counsel movements. (more…)
2018 GPW 10: Corporate Governance Impact
Global Proxy Watch (GPW) is terrific publication by Stephen Davis and Aaron Bernstein aimed at the corporate governance industrial complex. I read every word of every issue. It only runs a couple of pages, but it is jammed packed with news that cannot be found elsewhere. Here’s one article that took up about 1/4 of the […]
Frozen Charters: Major CorpGov Issue
Thanks to Scott Hirst‘s articles and papers on the subject, I can borrow his catchy label for one of biggest current problems in corporate governance. Frozen charters are supermajority provisions that are impossible to repeal. He appears to attribute that to the 2012 change by the New York Stock Exchange (NYSE), which changed its policies […]
Major League Baseball’s Embarrassment: Dark Money
Is Major League Baseball’s Embarrassment enough for companies to proactively adopt political transparency provisions?
Investors Support Paris Agreement & TCFD
A statement in support of the Paris Agreement and the Task Force on Climate-related Financial Disclosure (TCFD) was signed by 288 investors with more than USD $26 trillion in assets. (more…)
Directors Forum 2019: Register Now
I just registered and booked for Directors Forum 2019. San Diego is a great place to be in January. The 14th annual Forum promises to be the best yet. Will you join us this year? Check out the agenda. Photos from the 2018 event. Here are a couple of my posts from last year’s Forum. (more…)
Cisco Systems 2018: Proxy Voting Recommendation
The Cisco Systems 2018 annual meeting is December 12th. To enhance long-term shareholder value, vote AGAINST directors Arway, Desroches, Grauer and Thiry, as well as pay and the auditor. Vote FOR shareholder proposals to split chair and CEO and to Deduct Impact of Stock Buybacks from Executive Pay. CorpGov.net is an independent source for information about shareholder rights by […]
Guidewire Software 2018: Proxy Voting Recommendation
The Guidewire Software 2018 annual meeting is December 6th. Vote AGAINST ratifying the auditor and pay. Vote FOR our proposal to declassify the board to enhance long-term shareholder value. (more…)
Support for Corporate Political Disclosure Surges
Support for corporate political disclosure sponsored by the Center for Political Accountability’s resolution jumped among the largest mutual funds in 2018. An analysis by Fund Votes found support moved to 53%, up from 45% in 2017. This 8% increase was the largest since CPA began tracking institutional investor votes on its resolution in 2008. (more…)
Shareholder Proposals Recommendations to SEC
Final comment letter to the SEC on Shareholder Proposals, re File Number 4-725, including 11 recommendations highlighted on bold. Thanks to several readers for their excellent suggestions for improvement. See prior post: SEC Proxy Process Video 11-15-2018 (more…)
SEC-IAC: Disclosures on ESG Topics
The following is a letter I sent to the SEC-IAC regarding their upcoming 12/13 Discussion Regarding Disclosures on ESG Topics. These recommendations overlap with my comments at the SEC Proxy Process Roundtable and re File Number 4-725. Some of the recommendations are slightly tangential to the Upcoming 12/13 Discussion Regarding Disclosures on ESG Topics. However, my hope is […]
SEC Proxy Process Video 11-15-2018
SEC Proxy Process Video: November 15, 2018 In the interest of documenting important events in corporate governance, I am here bookmarking the SEC Proxy Process Video from November 15, 2018, for future reference. Read transcript by downloading the following pdf: SEC TranscriptShareholderProposalsRoundtable. (full day) SEC Proxy Process Video (Click to View) (more…)
Real Main Street Investors Endangered
Real Main Street Investors are NOT the members of a Coalition formed by the National Association of Manufacturers to buttress arguments made by the Business Roundtable and United States Chamber of Commerce. (see Main Street Investors: Battle Coming) In fact, real Main Street investors are an endangered species that may actually go away if the Coalition gets […]