Guidewire Software 2019 annual meeting is December 17th. To enhance long-term value: Vote FOR #5 – Majority Voting for the Election of Directors; #4 Eliminate Classified Board. AGAINST director Michael Keller and the auditor. Unfortunately, the meeting is virtual-only, instead of hybrid, so shareholders cannot meet each other, the directors or management. The board/management can also […]
Larcker and Tayan Re-Discover the Governance Wheel
Stanford’s David F. Larcker and Brian Tayan have a new paper called Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance in which they appear to think they’ve discovered what everyone has understood forever — that there are limits to structural solutions and that checklists of best practices are not especially helpful. We were very clear […]
The Costs and Benefits of Shareholder Democracy
The Costs and Benefits of Shareholder Democracy (download from SSRN) by Nickolay Gantchev and Mariassunta Giannetti was referenced several times in the SEC’s proposed rulemaking to “modernize” the shareholder proposal process by making corporations more of democratic-free. The research was also referenced by two SEC Commissioners at the meeting when the proposal was initially voted […]
Director of Shareholder Advocacy With SHARE
Director of Shareholder Advocacy applications due to SHARE (Shareholder Association for Research & Education) by 5pm (Pacific) on November 29, 2019. This is one of the best positions in the world for someone who wants to push in the right direction with a great organization. (more…)
MGM Dark Money Contributions
MGM dark money is the subject of my first political disclosure proposal submitted for 2020. Dark money corrupts elections throughout the country. In the Supreme Court’s decision Citizens United, Justice Kennedy wrote, “Shareholders can determine whether their corporation’s political speech advances the corporation’s interest in making profits, and citizens can see whether elected officials are […]
2019 Moskowitz Prize Winners
The 2019 Moskowitz Prize Winners were named at the annual SRI Conference last week. The prestigious prize is the only global award recognizing outstanding quantitative research in sustainable and responsible investing. Since its launch in 1996 by Berkeley Haas and US SIF, its winners have explored shareholder activism, socially responsible mutual funds, and social responsible investing as a catalyst […]
CSPI Adopts Director Majority Vote Standard
CSPI adopts director majority vote standard in response to shareholder proposal filed by shareholder James McRitchie (the publisher of CorpGov.net). The SEC proposes supposed Modernization of Shareholder Proposal Rules to gag small shareholders. At least for now, we continue to file to make corporate governance more democratic. CSPI is one more example of success and meaningful […]
Joe Keefe SRI Conference Remarks
Joe Keefe, President and CEO of Pax World Funds, gave the following speech on November 14 on the occasion of the SRI Conference 30th anniversary. I reproduce the speech here for those who could not make it to this important event and because I believe Joe Keefe captured the essence of #SRI30. Note that Pax […]
Extension Sought on SEC Comment Period
Extension sought by Josh Zinner of ICCR for SEC comment period on potentially explosive rulemakings of critical importance to all shareholders. Shareholders would do well to follow his lead by joining him in requesting a 120 day comment period for these complex rules. (more…)
ISS Sues SEC
ISS sues SEC is now “old” news, but I was on vacation when they did so on October 30, 2019, and have been busy since then. This post is primarily for my own future reference. Since the action is historically significant, I may want to reference it in the future. This post on CorpGov.net I […]
Constructive Engagement
Constructive engagement is, supposedly, the primary reason for the SEC’s proposed new rules. As Chairman Clayton noted, Today’s proposed amendments follow from the staff’s extensive experience with shareholder proposals and recognize the significant changes that have taken place in our markets in the decades since these regulatory requirements were last revised, including, in particular, the […]
Modernization of Shareholder Proposal Rules
Modernization of Shareholder Proposal Rules Protect Entrenched Boards The SEC’s so-called modernization of shareholder proposal rules would significantly reduce the spread of long-term focus and best practices generated by proposals submitted by “gadflies” like myself to make corporations more democratic. Chairman Clayton seems to believe we file unpopular costly proposals. (more…)
SEC Proposal to Improve Proxy Voting Advice
SEC Proposal to Improve Proxy Voting to Have Opposite Effect SEC proposal to improve proxy voting advice would raise the cost of proxy voting analysis, reduce the number of customers and ultimately reduce shareholders ability to hold public companies accountable. If enacted, control of capital will be further removed from Main Street investors [Mr. and […]
Costco Will Report on Prison Labor
Costco will report on prison labor in its supply chain, such as pajamas from China, making it if the first U.S. company to make a public commitment to disclose known instances. Many thanks to NorthStar Asset Management for negotiating the agreement. (more…)
Ron Orol Interviews Jim McRitchie for The Deal
Ron Orol of The Deal interviewed me (James McRitchie) last month. Here are some of the topics we covered and a few afterthoughts. (more…)
Climate Policy Appeal to CEOs
A climate policy appeal was sent to the CEOs of corporate America urging them adopt a “science based climate policy agenda” in line with the IPCC and to lobby accordingly, as well as aligning their trade association’s advocacy. The letter also references the investor Climate Lobbying letter backed by investors with $6.5 trillion in AUM. […]
Gadfly Importance Key to Democratic CorpGov
Gadfly importance to democratic corporate governance is often underrated. We are currently under attack by the Business Roundtable (BRT) and others seeking to substantially raise the ownership threshold for submitting and resubmitting proposals. BRT, for example, contends proposals from small shareholder divert “significant time and resources to issues that, at best, have an attenuated connection to the […]
CalPERS Votes Against Pay at 1,195 Firms
CalPERS Votes Against Pay at More Companies Than Ever CalPERS votes against pay at 53% of companies during 2019 proxy season, truly setting an example with regard to stewardship around executive pay. That is up from 43% last year. I would be interested in an update of last year’s graphic (S&P 500 only, as above) […]
CSP Directors Majority Vote Requested for 2020
CSP Directors Majority Vote requested in shareholder proposal for 2020 proxy season. This should be an easy but meaningful ask. More than 91% of S&P 500 use that standard. CSP’s market cap is about $55M, so CSP is a very small but even a majority of small-caps use a majority vote standard when electing directors. […]
Quick Tour of CorpGov.net
Quick Tour for Sacramento AAII Members of the Sacramento Chapter of the American Association of Individual Investors (AAII), Computer Investing Special Interest Group (SIG), wanted a quick tour of CorpGov.net. Happy to oblige. (more…)
Rescind No-Action Policy
Investors ask SEC to rescind no-action policy recently announced. Additional resources and commentary regarding the new SEC No-Action Policy are included below the letter. Click for PDF. (more…)
Investing for Fiscal Stimulus
Investing for fiscal stimulus is critical in a negative interest world. Too much money is chasing bond returns. What companies will benefit the most as world economies drift towards recession? (more…)
2019 Public Funds Forum Takeaways
Listing 2019 Public Funds Forum takeaways is not easy. First, the Forum is held under Chatham House Rule, so no direct quotes. Second, I was networking and collaborating on various projects, so was not there for every panel or speaker. Third, my 2019 public funds forum takeaways focus only on what was new to me, […]
Rule 14a-8 Process Defended
Rule 14a-8 process is defended by investors representing $525 billion in assets under management. Many thanks to US SIF for coordinating this vital effort. It is good to remind the SEC that their mission is to protect investors, not to protect companies from their investors. (more…)
Climate Action 100+ Trade Association Accountability
Climate Action 100+ calls for trade association accountability on climate change. 200 institutional investors with a combined $6.5 trillion in assets-under-management are calling on 47 of the largest US publicly traded corporations to align their climate lobbying with the goals of the Paris Agreement. Lobbying activities that are inconsistent with meeting climate goals are an investment […]
Costco ESG Momentum: Right to Remove Directors
Costco ESG momentum has improved. I submitted a shareholder proposal to help keep it on that path. The proposal would eliminate a corporate governance anomaly Costco has by virtue of being incorporated in the state of Washington, which allows articles of incorporation to provide that directors cannot be removed without cause by shareholders. (more…)
Verbal No-Action Decisions Questioned
Verbal No-Action Decisions Slammed by Shareholder Rights Group Verbal no-action decisions by the SEC threaten the integrity of corporate governance. On September 6, the Securities and Exchange Commission issued a new policy providing for verbal no-action decisions that could significantly reduce transparency and accountability in the process of enforcement of the rules on shareholder proposals. […]
Shareholders v Stakeholders
Shareholders v Stakeholders is in the news again, driven by the Business Roundtable. Someone asked Quora: Regarding corporate social responsibility, do you agree more with the shareholder view or the stakeholder view theory? Below is my response with a few edits, after some additional thought. (more…)
ICCR Letter to BRT on ESG Resolutions
Below is an ICCR letter to the BRT from Josh Zinner commending them on their recent acknowledgement of the value of stakeholders and asking them to reassess their opposition to shareholder resolutions. I have added a few links to the ICCR letter to the BRT. I look forward to hearing more from Josh today at the […]
Mutual Fund Wars Over Fees AND Proxy Votes
Mutual fund wars are fierce around pricing. What if competition was also fierce around proxy voting? Could that change the world? I certainly think so. My petition to the SEC could generate mutual fund wars around ensuring proxy votes align with investor values. (Rulemaking Petition for Real-Time Disclosure of Proxy Votes, SEC File 4-748, Jul. […]