Kellogg 2019 annual meeting is April 26th. Stock price fared poorly for the last five years, so the CEO should not be paid as if he had average performance. Vote AGAINST pay. The Compensation Committee should not be reelected, since they recommended average pay for below average performance. Vote AGAINST Laschinger and Tasted. Vote AGAINST […]
ESG Executive Director Position @ TCB
ESG Executive Director position opening at The Conference Board (TCB) in June, since Douglas Chia is taking a position in academia at the Rutgers Center for Corporate Law & Governance. This is a dream job for the right candidate. Doug is a hereo and will be hard to replace, so you had better be good. […]
Annalisa Barrett Joins KPMG
Annalisa Barrett Joins KPMG Board Leadership Center. Annalisa is a corporate governance god. KPMG is the platform she needs to have an even bigger impact. (more…)
Intuitive Surgical 2019 Proxy Vote
Intuitive Surgical 2019 annual meeting is April 25th. Vote AGAINST (1F) Alan Levy and (1H) Mark Rubash. Vote FOR #5 Eliminate Supermajority Provisions. (more…)
Normalized Deception: Spectrem Group
Normalized deception in the world of politics has spread to proxy voting controversies. A recent white(wash) paper by the Spectrem Group purports to be “providing a voice to retail investors on the proxy advisory industry” by employing a ham-handed survey, which seeks to “educate” respondents through leading questions. The report’s catchy title is Exile of […]
Northern Trust 2019 Proxy Recommendations
The Northern Trust 2019 annual meeting is April 23rd. Vote AGAINST Bynoe, Richards, Slark, and Tribbett; AGAINST Executive Pay & Auditor: FOR Disclose Political Contributions and Right to Call a Special Meeting. (more…)
Gender-Diversity: Who Votes Fearlessly?
When investing for gender-diversity for other ESG, check fund voting records. With the SEC’s cryptic proxy vote disclosure system, that is difficult (draft Petition for Real-Time Disclosure of Proxy Votes), so ask your investment advisor and hope they subscribe to Morningstar Direct. As evidenced by a recent Morningstar report, State Street’s Fearless Girl appears timid about […]
Gender Pay Scorecard for Equal Pay Day
A Gender Pay Scorecard released by Arjuna Capital f0r Equal Pay Day finds only Citigroup earning an “A” grade, while 23 of 46 large companies evaluated got failing grades of “F.” (more…)
MBII Elects Directors by Majority Vote
MBII elects directors by majority vote, effective March 15th 2019. Marrone Bio Innovations (MBII) amended its bylaws after a request by shareholder advocate James McRitchie and upon the recommendation of the Nominating and Governance Committee. The bylaws now provide that, in uncontested elections, MBII elects directors by majority vote of “For” and “Withheld” votes cast. […]
Morningstar Direct Uncovers ESG Hypocrites
Morningstar Direct is planning to offer its clients important voting data. The firm recently published a preview of what I impolitely term ESG hypocrites – funds that advertise themselves as allowing us to invest in our values but then vote proxies against our values. For example, last week, students around the world participated in a massive […]
Petition for Real-Time Disclosure of Proxy Votes
Petition for Real-Time Disclosure of Proxy Votes Abstract: Corporations have facilitated the most dynamic economic growth in history. Addressing adverse externalities, like dark money and climate change, has been hampered by dispersed ownership. Mechanisms are needed to define common values and increase individual empowerment within corporate dominated economies. Ironically, recent concentration of corporate ownership by […]
Proxy Preview 2019: Better Every Year
Proxy Preview 2019 reveals intensified shareholder pressure on corporations across a wide range of ESG issues from climate and political spending to women. Investors with a conscience; we are having a bigger impact every year. Download the report and/or watch webinar here. (more…)
Walt Disney 2019: Proxy Vote Recommendations
Walt Disney 2019 annual meeting is March 7, 2019. To enhance long-term shareholder value, vote AGAINST directors Barra, Lagomasino, Iger, as well as pay and the auditor. Vote FOR shareholder proposals to report on lobbying and cyber security. (more…)
Corporate Lobbying Disclosure Proposals 2019
Corporate lobbying disclosure remains a pressing shareholder proposal topic for 2019. A coalition of at least 70 investors have filed proposals at 33 companies asking for disclosure reports that include federal and state lobbying payments, payments to trade associations and social welfare groups used for lobbying and payments to any tax-exempt organization that writes and […]
Berry Global Group 2019: Proxy Votes
Berry Global Group 2019 annual meeting is March 6, 2019. To enhance long-term shareholder value, vote AGAINST Carl Rickertsen, Thomas Salmon and Scott Ullem, as well as auditor, pay and 25% threshold for special meetings. Vote FOR 1 year frequency for say on pay and for shareholder proposal to provide a 15% threshold for special […]
Cyber Security at Disney: Vote FOR Report
Cyber security at Disney would benefit from clear links between senior executive performance metrics and compensation. Cyber security and data privacy are vitally important issues for Disney and should be integrated as appropriate into senior executive compensation to incentivize leadership to reduce needless risk, enhance financial performance, and increase accountability. (more…)
Apple 2019: Proxy Vote Recommendations
The Apple 2019 annual meeting is March 1st. To enhance long-term shareholder value, vote AGAINST directors Levinson and Gore., as well as pay and the auditor. Vote FOR shareholder proposal #4 Proxy Access Amendments and against #5, which aims to set up an ideological litmus test for directors. (more…)
Prison Labor Fight at Costco: NorthStar Gathers Support
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 […]