Proxy Mosaic is beginning a series of dialogues. The first is entitled “Are Meaningful Shareholder Proposals a Thing of the Past?” (more…)
Archive | February, 2015
Citigroup Endorses Proxy Access Proposal
Citigroup (C) and shareowner activist James McRitchie, who publishes the popular website CorpGov.net, reached an agreement this week on a proxy access proposal that would allow shareowners to place their nominees directly on the corporate proxy. (more…)
Competition Open for 4th Annual Investor Research Award
Two Winners Will Receive $10,000 and Present Research at the 2015 Columbia University Millstein Center for Global Markets and Corporate Governance Forum Practitioner and Academic Submissions Accepted Until Sept. 15, 2015 (more…)
Push for Increased Gender Diversity in the Boardroom
The Thirty Percent Coalition’s Institutional Investors continued their active “Adopt a Company” campaign following a series of letters sent to approximately 160 companies in the S&P 500 and Russell 1000 with no women on their boards. The third letter writing campaign to increase gender diversity in the boardroom in the fall of 2014 was supported […]
Proxy Access: Keith Higgins Speaks on SEC’s (i)(9) Review
Yesterday (2/10/2015), Corp Fin Director Keith Higgins delivered this interesting speech entitled “Rule 14a-8: Conflicting Proposals, Conflicting Views.” There are some really interesting things in this speech on counterproposals, etc., although there isn’t much that helps those companies grappling with proxy access shareholder proposals this proxy season (but there is some, such as #6 below). […]
Increase Retail Shareholder Participation in Proxy Process
As I have been mentioning, I will be on a panel at the 2/19 SEC Roundtable discussing how to increase retail shareholder participation in the proxy process. It is the night before the event; so I’m trying to boil it all down, knowing I’ll probably only get a few minutes to say anything. The previous posts are […]
Recommendations to Increase Retail Shareholder Participation
I will be on a panel at the 2/19 SEC Roundtable discussing how to increase retail shareholder participation in the proxy process. Now is the time to boil my rambling posts down to recommendations to increase retail shareholder participation. The SEC agenda is in bold italics; my advice is not. This panel will focus on strategies for […]
Retail Shareholder Proxy Participation: Part 3 – VIFs & CITs
I will be on a panel at the 2/19 SEC Roundtable discussing how to increase retail shareholder participation in the proxy process. The SEC agenda is in bold italics. Our thoughts on VIFs and CITs are in normal type. Part 1 is here. Part 2 here. This panel will focus on strategies for increasing retail shareholder participation in […]
Retail Shareholder Proxy Participation: Part 2 – CDV
The last set of questions for panel at the 2/19 SEC Roundtable deal with client directed voting (CDV). Below are a few thoughts with the help of readers. I welcome further comments. The SEC agenda and questions are in bold italics. Our thoughts are in normal type. Part 1 is here. This panel will focus on […]
Retail Shareholder Participation in the Proxy Process: Part 1
As mentioned before, I will be on a panel at the 2/19 SEC Roundtable discussing how to increase retail shareholder participation in the proxy process. I’ve been collecting a few thoughts with the help of readers. Time is a major constraint, so I will need to prioritize my main points and will probably end up […]
Whole Foods Punts
Still having difficulty trying to figure out what to do with my proxy access proposal, Whole Foods Market today announced they will delay their annual meeting. They filed an 8-K with the SEC, which includes the following: (more…)
Video Friday: Triple Feature on Shareholder Engagement
Engagement is, or should be, the common theme of our three videos. CalPERS argues it gives them a seat at the table. Professor Damodaran extols the importance of engagement as a possibility. As a shareholder, what avenues are open? In Davos, I think they looked through the wrong lens. Instead of engagement, they focused on an […]
SEC Panelists & Agenda for Proxy Voting Roundtable
The Securities and Exchange Commission today announced the agenda and panelists for its February 19 roundtable on ways to improve the proxy voting process. The roundtable, announced in January, will begin at 9:30 a.m. and will be divided into two panels. Participants on the first panel will focus on the state of contested director elections […]
Directors Forum 2015: Part 3
Disclaimer: I’m sharing a few notes from Directors Forum 2015 held at San Diego University beginning 2/25/2015 and ending 2/27/2015. The Forum is held under the Chatham House Rule, so you won’t read any juicy tidbits here. However, I do hope to give readers some flavor of the topics discussed and a little on the general range […]
Directors Forum 2015: Part 2
Disclaimer: I’m sharing a few notes from Directors Forum 2015 held at San Diego University beginning 2/25/2015 and ending 2/27/2015. The Forum is held under the Chatham House Rule, so you won’t read any juicy tidbits here. However, I do hope to give readers some flavor of the topics discussed and a little on the general range […]
Directors Forum 2015: Part 1
Disclaimer: I’m sharing a few notes from Directors Forum 2015 held at San Diego University beginning 2/25/2015 and ending 2/27/2015. The Forum was held under the Chatham House Rule, so you won’t read any juicy tidbits here. However, I do hope to give readers some flavor of the topics discussed and a little on the general […]
CSP Inc. (CSPI): Proxy Score 89
I am too busy to provide the usual analysis of the proxy at CSP Inc. (CSPI). Today is the last day to vote the CSPI proxy using the Internet. The most critical item on the CSPI proxy is my proposal to allow shareowners to nominate board members. Please vote in favor of proposal #5, proxy […]
SEC Reverses No-Actions Under Rule 14a-8(i)(9) On Request
Just a quick note to other shareholders who have filed proxy proposals this season. If the company you filed with requested and obtained a no-action letter from the SEC under Rule 14a-8(i)(9), you might obtain a reversal of that sanctioned exclusion. However, as far as I know, you need to ask for reconsideration. I don’t think […]
Hank Boerner: a Top Thought Leader in Trust
My friend, Hank Boerner, Chairman of the Governance & Accountability Institute was named to the 2015 awards list by Trust Across America-Trust Around the World (TAA-TAW), and is one of only 15 professionals named to the prestigious “2015 Top Thought Leaders in Trust: 2015 Lifetime Achievement Award Winners.” (more…)
Recommendations to SEC-IAC on Proxy Access
I’m delighted to see “Discussion of Proxy Access” (11:05-12:05 p.m.) as one of the items on the agenda for the SEC’s Investor Advisory Committee (SEC-IAC) at the upcoming February 12th meeting. I discuss two recommendations below. Take Action: Please submit your own and paste into comments below. See comments submitted. Proxy Access: Rule 14a-11 In light […]
How RIAs Can Take the Lead on Corporate Governance
In his 1914 collection of essays called Other People’s Money and How the Bankers Use It, Louis Brandeis argued that powerful men such as J.P. Morgan leveraged unbalanced control of the public’s assets to their own benefit. One hundred years later, not much has changed. If Brandeis were alive today, you can be sure that he […]
SEC to Hold Proxy Voting Roundtable: I’m on Panel Two
(1/27/2015) The Securities and Exchange Commission announced that it will host a roundtable on February 19 to explore ways to improve the proxy voting process. The roundtable, which will be held at the SEC’s Washington, D.C. headquarters, will focus on universal proxy ballots and retail participation in the proxy process. I will be a member […]
Groupthink in the Boardroom Context
Corporate boards are entrusted to make sound and informed business decisions on behalf of shareholders and to take their best interest into consideration. Decisions made at the board level are of strategic significance that may perhaps completely transform the future path of corporations. Examples of major strategic decisions include mergers and acquisitions, entering new markets, […]