Major League Baseball’s Embarrassment
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 […]
Small Shareholders Critical to Democracy
Some corporations and lobbying organizations claim small shareholders (Chevedden, McRitchie/Young, and the Steiners) submit 40% of proposals, most fail and we are forcing companies to waste money. Actually, small shareholders are critical to democracy. This is an old complaint. A 1947 hearing on proxy rules before a House Committee charged shareholder proposal rules would provide a […]
ESG Assets Surging but at Risk
US SIF study documents environmental, social, and governance — ESG assets — under management surging. ESG assets now account for one in every four investment dollars. Demand for ESG asset focus is coming from real people. In contrast, the Main Street Investors Coalition [funded by the National Association of Manufacturing (NAM)], insists on “maximizing performance ahead of […]
Chevedden Group Proxy Proposals
For years, the “Chevedden group” (Chevedden, McRitchie/Young and Steiner) has focused almost exclusively on governance proposals. More democratic corporations are likely to listen to their shareholders on other issues as well. Democracies facilitate voice and the exchange of ideas. Fighting for environmental and social issues, while extremely important, felt like addressing symptoms, rather than root […]
Glass Lewis 2018 Proxy Advice Update
Glass Lewis 2019 proxy advice updates address many issues. See 2019 Proxy Paper Guidelines: An Overview of the Glass Lewis Approach to Proxy Advice. I have reproduced much of the summary of changes below, leaving off the section discussing clarifying amendments. One that stands out for our small group of so-called ‘gadflies’ addresses our concern […]
Listing Standards Requested by CII
Listing standards change sought by the Council of Institutional Investors (CII). CII filed petitions with the New York Stock Exchange (NYSE) and the NASDAQ, asking both to limit listings of companies with dual-class share structures. They have taken the right approach to address a growing problem. I hope it ends a worldwide race to the […]
CSR Investments May Someday Drive CalPERS
CSR investments may someday drive investments at CalPERS. That possibility is many years off but may a get start at the California State Retirees (CSR) Delegate Assembly, held October 22-23 in Sacramento. CSR is smaller than many of the unions representing currently employed public employees in California but our members vote. (more…)
SEC Shareholder Proposal Panel – Take Action!
The November 15 SEC Roundtable on the Proxy Process will include me on the SEC Shareholder Proposal Panel. Public announcement with instructions for submitting comments. I will only have a few minutes at the Roundtable. What should I emphasize? Where should I stay in DC? Take Action: Readers of CorpGov.net know far more than I do. Please email your suggestions […]
Salesforce CRM Adopts Special Meetings
Salesforce CRM Adopts Special Meetings provision for shareholders with 15 Percent Shares. I am just circling back and can now ensure myself and readers that our 50.5% win on our 2017 proposal was implemented. See exhibit 3.1 and 3.2 of 8-K filing. We also expect to see action on our 2018 proposal to end supermajority […]
SEC Jeopardizes Shareholders’ Fight for LGBT
LGBT rights are under fire at the SEC. Despite gains in the push for equality, lesbian, gay, bisexual, and transgender (LGBT) individuals still face significant discrimination and harassment in the workplace. A 2017 survey by the Center for American Progress found that 25% of LGBT respondents reported experiencing discrimination because of their sexual orientation or gender identity […]
SB 826: Sidley Austin LLP Update
SB 826 requires specified California-based public corporations to include women directors on their board. Sidley Austin LLP put out a bulletin on the topic. To ensure it receives widespread circulation, I am reproducing its main text below, with one minor change to break up an absurdly long sentence. (more…)
David Webber Interviewed by Doug Chia: Video
David Webber was interviewed by Doug Chia recently. I previously reviewed Webber’s book elsewhere, Working-Class Shareholder: Review Essay, which included links to several interviews. However, Doug Chia’s interview of David Weber is exceptionally good, worth viewing. Douglas (Doug) Chia is executive director of the Governance Center for The Conference Board. (more…)
Protect the Voice of Shareholders
Protect the Voice of Shareholders is the name of a new website created by Institutional Shareholders Services (ISS) and the Council of Institutional Investors (CII). The educational website supports the current system, where institutional investors pay for and receive independent research and voting recommendations from proxy advisory firms for the public corporations in which they are owners. […]
2018 CPA-Zicklin Index; Gradual Improvement
2018 CPA-Zicklin Index shows gradual improvement. Public corporations embracing disclosure and accountability of their political spending hold fast despite countervailing pressures from Washington. (more…)
Main Street Investors: Battle Coming
The battle over Main Street Investors could determine the future of the American economy for decades to come. According to Cydney Posner of Cooley PubCo, on one side are those who believe investors must focus on maximizing financial return and management knows best. On the other side are those who want to broaden the focus […]
Musk Steps Down as Tesla Chairman
The Securities and Exchange Commission announced today that Elon Musk, CEO and Chairman of Silicon Valley-based Tesla, Inc., has agreed to settle the securities fraud charge brought by the SEC against him last week. Musk has done with his tweets what shareholders have been unable to do. This year a proposal to require an independent […]
Investigate Marcie Frost Hiring
The reputations of Marcie Frost and CalPERS are under a cloud, given the circumstances of her hiring, alleged evidence and news reports. See (more…)
Seventh Annual IRRCi Research Award
The seventh annual IRRCi deadline for submissions draws near. The Investor Responsibility Research Center Institute (IRRCi) is accepting submissions for its seventh annual competition for research that examines the interaction between the real economy and investment theory. (more…)
Judicial Independence: Conflicts
Judicial Independence: Conflicts of Interest was the primary focus of last week’s first Rock Center / SVDX program of the academic year. It was titled Condos on Lanai, Private Planes, and Electric Cars: Judicial Views of Purported Conflicts Among Silicon Valley Director. (more…)
EllieMae Declassified Board
EllieMae Declassified Board. 8-K filing mentions the Board’s 2018 proposal but fails to mention my shareholder proposal in 2017, which won 87% of the vote and drove the Board’s 2018 proposal. Unfortunately, I am not as good at following up on implementation as I should be. This was brought to my attention thanks to a diligent […]
FedEx 2018 Proxy Voting Guide
The FedEx 2018 annual meeting is September 24th. Vote AGAINST John A. Edwardson, Paul S. Walsh, Marvin R. Ellison, John C. (“Chris”) Inglis, Shirley Ann Jackson and Susan C. Schwabas, as well as the pay package. Vote FOR all three shareholder proposals. (more…)