Proposals & shareholders are under attack by the SEC. Review finds no necessity for SEC proposed rules and a likely market cost of billions of dollars in American wealth. (more…)
MALEK: Working From Within
MALEK: Working from within, is an op-ed that appeared the Yale Daily News, on January 13, 2020. Gabriel Malek makes critically important points that need to be heard, especially by students but also by CorpGov.net readers who want to work with them. Malek’s key message: While students fight for divestment, also fight for shareholder engagement and […]
Costco 2020 Proxy: How I Voted
Costco 2020 annual meeting is January 22nd. To enhance long-term value: Vote AGAINST Charles T. Munger, Auditor, and “True Diversity” Board Policy; FOR Director Removal Without Cause. Unfortunately, the meeting is virtual-only, instead of hybrid, so shareholders cannot meet each other, the directors or management. The board/management can also screen out any comments or criticisms. (more…)
Sock Puppets for Proxy Advisory Rule
Sock puppets are trying to generate another round of astro-turf comment letters to the SEC. Proxy advisors do NOT file shareholder proposals. Your money is NOT being stolen to pay for abortions. Shareholder proposals are nonbinding and do NOT give money to anyone. This YouTube video is full of lies made up by fake organizations […]
YourStake.org at SRI30 Conference
YourStake.org had one of the most crowded booths at the #SRI30 Conference last November. Maybe it was the cardboard box draped with an old Halloween costume around a computer and printer that drew people in. Maybe it was product. The center of attention looked a like a homemade video arcade to me. Every time I walked […]
Professional Athletes at SRI30
Professional Athletes at #SRI30 were touted as the “next wave of impact.” I was delighted to learn from a panel of retired professional athletes about their second careers… giving back to the community. I am not a big sports fan but most Americans are. This panel presented a great opportunity for many the SRI community […]
SEC Rulemaking Comment Tips
SEC Rulemaking Comment Tips: Action Needed SEC rulemaking comment tips repeated here are primarily based on advice from the Council of Institutional Investors. However, I am also including tips from the Sustainable, Responsible and Impact Investing, conference I attended in Colorado Springs in November. (Search #SRI30 for other Conference tidbits at CorpGov.net and on Twitter.) […]
2020 ESG Proposal Lists
2020 ESG Proposal Lists Updated Our 2020 ESG proposal lists have been updated, thank to Lynn Jokela (bio) who posted something the other day at TheCorporateCounsel.net about how to find “other companies who are receiving the same shareholder proposals.” Presumably Jokela was focused on corporate counsel. Of course, our readers, primarily investors, also want to know who […]
Shareholders Target Fund Voting For Sunlight
Shareholders target fund voting at BlackRock Inc., Vanguard, JPMorgan Chase, T. Rowe Price, and Northern Trust. (BlackRock, Vanguard Face Shareholder Rebuke Over Climate Votes, Bloomberg, 12/13/2019) With their rights under attack by the SEC, shareholders are beginning to realize how their investments are too often voted in corporate elections to concentrate power in self-serving corporate […]
Millennial Socialists Bolstered by SEC
Millennial socialists have not been overtly embraced by the SEC, but the Commission’s recent proposals to disempower proxy advisors and shareholders below the level of multi-millionaire’s plays into the hands of those advocating a socialist economy. The Commission’s proposed rules would further concentrate the power of corporate elites and reduce their accountability to “Main Street” […]
Guidewire Software 2019 Proxy Votes
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…)