Kellogg (K): How I Voted

Kellogg (K) is one of the stocks in my portfolio. Their annual meeting is coming up on 4/20/2012. Voting ends 4/19 on Moxy Vote’s proxy voting platform, which listed recommendations from five “good causes,” including two consolidations. had only one fund voting.

Kellogg’s SummaryCompensation Table shows that John Bryant, our CEO and Chair, was the highest paid named executive officer (NEO) at about $6.6M in 2011. According to the United States Proxy Exchange (USPX) guidelines, the median CEO compensation for large-cap corporations was $9 million in 2010, so Bryant’s pay is at least below that median.  I voted to approve the executive compensation.

With regard to shareowner proposals, I voted in favor of the proposal from Treasurer of the State of North Carolina to declassify the board. Of course, I also voted in favor of my own proposal to eliminate super majority voting requirements and adopt simple majority voting requirements. These are simple good governance measures already adopted by many corporations. I wish someone had submitted a proposal seeking that directors be elected only by majority vote, instead of a plurality as is the case now.

For all other matters, I voted as recommended by management. Mark your calendar. Since, like Calvert Investments, I voted in favor of all measures, I won’t bother posting a graphic display of my vote.

Here’s the deadline for proposals by shareowners for next year:

Shareowner proposals submitted for inclusion in our proxy statement for the 2013 Annual Meeting of Shareowners must be received by us no later than November 5, 2012. Other Shareowner proposals to be submitted from the floor must be received by us not earlier than November 5, 2012 and not later than December 5, 2012, and must meet certain other requirements specified in our bylaws.

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