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…)
Dark Money: Will it Hurt State Farm?
Dark money risk is highlighted in recent fine. State Farm agreed to a $250 million settlement last week for $4 million in contributions it allegedly steered through conduits to Illinois State Supreme Court candidate Lloyd Karmeier. Where is the outrage over dark money? Said Bruce Freed, president of the Center for Political Accountability (CPA). This case […]
Shareholder Collaboration
Shareholder Collaboration is a new ECGI working paper by Jill Fisch and Simone M. Sepe. Fisch is one of my favorite researchers, being insightful and less predictable than many of those in the primary academic hubs of corporate governance (Harvard, Stanford, and Delaware). In Shareholder Collaboration, the authors discuss the growing importance of a collaborative […]
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 […]
Virtual-Only Shareholder Meetings: Anathema or Convenience? (Part I)
The first part of an in-depth look at Virtual-Only Shareholder Meetings, a new front in corporate-investor engagement. Scenario 1: In-Person Shareholder Meeting A shareholder proposal calling for the chairman’s resignation is coming up for vote at the physical annual meeting of Acme Inc. In the packed hall, a supporter of the proposal rises to her […]
WDFC to Allow Special Meetings
In June I submitted a proposal to WDFC to allow special meetings. WDFC to Allow Special Meetings: The Proposal Provide Right to Call Special Shareholder Meeting RESOLVED: The shareholders of WD-40 Company (‘WDFC’ or ‘Company’) hereby request the Board of Directors take the steps necessary to amend our bylaws and each appropriate governing document to […]
September 13th Agenda for SEC-IAC
The Securities and Exchange Commission today announced the agenda for the September 13th meeting of its Investor Advisory Committee (SEC-IAC). The meeting will begin at 9:00 a.m. in the Multipurpose Room at SEC headquarters at 100 F Street, NE, Washington, D.C., and is open to the public. The meeting will be webcast live and archived on the committee’s website for later […]
Who Wants Impact Investing?
“Impact investing” – financial investments designed to generate a measurable, positive impact on society, while also providing potential returns – is growing in popularity, according to new research conducted by American Century Investments. The “appeal” of impact investing reached 49% among 2018 survey participants, compared to 38% in 2016. At 56%, Millennials find impact investing […]
Keep Politics Out of the Boardroom?
The deceptive title of a recent op-ed in the Wall Street Journal would not keep politics out of the boardroom. Instead, the recommendations would deny shareholders the right to request boards disclose those politics, in addition to denying many other long-standing rights. Read the op-ed and weep that such trash gets published in the Journal. This […]
Financial Reporting Not Same as Guidance
In a tweet this morning, President Trump said he had asked the Securities and Exchange Commission (SEC) to study changing required financial reporting for public companies from a quarterly system to reporting every six months. The Council of Institutional Investors (CII) believes that public companies should continue to report quarterly on their financial performance. Said […]
Gender Quotas in California Boardrooms May Pave Way for Diversity
By August 31, 2018, California could become the first state in the nation with gender quotas to mandate publicly held companies that base their operations in the state to have women on their boards. The legislation—SB 826—will require public companies headquartered in California to have a minimum of one female on its board of directors […]
NetApp Proposal 6 Shareholder Alert
Shareholder Alert – PX14A6G 1 g815180px14a6g.htm Voluntary submission by John Chevedden, Redondo Beach, CA. NetApp, Inc. shareholder since 2011 Vote Against Proposal 6 Proposal 6 asks shareholder to give management a pat on the back because management adopted a watered down version of a 2018 shareholder proposal on the right of 10% of shareholders to […]
Microcap Board Governance: Less Independent, Less Diverse
Microcap Board Governance, a study conducted by Board Governance Research LLC commissioned by the Investor Responsibility Research Center Institute (IRRCi), examines microcap board governance at 160 companies. That represents about ten percent of all companies with less than $300 million in market capitalization traded on major U.S. stock exchanges. (more…)
WBA Stock Buyback Proposal
WBA Stock Buyback Proposal is my latest submission in an attempt to address CEO pay and long-term performance. As mentioned previously (Stock Buyback: Shareholder Initiative) this is a new type of proposal for me. I welcomed feedback from readers and certainly got it. The wording of this proposal is substantially better, thanks to your many […]
2018 AFL-CIO Key Votes Survey Input Wanted
An updated 2018 AFL-CIO Key Votes Survey form is now available for completion by investment managers. Please note that the previously announced vote at Amazon will not be included in the 2018 AFL-CIO Key Votes Survey as the proposal was withdrawn before the annual meeting. The survey form can be downloaded as an Adobe Acrobat […]
Working-Class Shareholder: Review Essay
The Rise of the Working-Class Shareholder: Labor’s Last Best Weapon by David Webber is sure to get readers thinking (purchase). For far too long, labor and its progressive sympathizers have sought to transform the market from outside the market: from courts, from legislatures, from regulators, from street protests, from strikes. These tools are important. But […]
IRRCi Joins Weinberg Center for Corporate Governance
IRRCi has a new home! The Investor Responsibility Research Center Institute (IRRCi) announced that it has selected the John L. Weinberg Center for Corporate Governance (Weinberg Center) at the University of Delaware as its successor organization. The Weinberg Center will receive a grant from IRRCi in excess of $1 million as part of the successor […]
A Nation of Small Shareholders: Review Essay
A Nation of Small Shareholders: Marketing Wall Street after World War II (Studies in Industry and Society) by Janice M. Traflet (link to buy) explains how an ad campaign began to transform American finance. With all the current focus on Main Street investors, A Nation of Small Shareholders could be revisited and transformed to include […]
Netflix Approach to Governance: One-Sided
Netflix Approach to Governance: Genuine Transparency with the Board (download) by David F. Larcker and Brian Tayan takes a look at one aspect of corporate governance at Netflix and finds “a radically different approach to information sharing” by management with the Board. Shareholders are largely left out of the equation. Netflix Approach to Governance: Management Netflix Approach […]