Archive | February, 2015

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 […]

Continue Reading ·

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). […]

Continue Reading ·

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 […]

Continue Reading ·

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…)

Continue Reading ·
the engagement pyramid

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 […]

Continue Reading ·
Seal of SEC Rule 14a-8(i)(9)

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 […]

Continue Reading ·
Directors Forum 2015 Intimate Setting at the Joan B. Kroc Institute for Peace and Justice

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 […]

Continue Reading ·
Stay Or Go

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 […]

Continue Reading ·
Directors Forum 2016: Set for Opening Reception

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 […]

Continue Reading ·

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 […]

Continue Reading ·

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 […]

Continue Reading ·
Hank Boerner

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…)

Continue Reading ·

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 […]

Continue Reading ·
Matt Illian

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 […]

Continue Reading ·

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 […]

Continue Reading ·
GroupThink

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, […]

Continue Reading ·

Powered by WordPress. Designed by WooThemes