Archive | March, 2015

Proxy Access Win at Biogen & Other Efforts in 2015

My wife and I don’t have the resources to or stock holdings to allow us to file 75 proxy access shareholder proposals, like New York City Comptroller Scott Stringer’s Boardroom Accountability Project. However, I have been writing about proxy access for 20 years and, together with Les Greenberg, filed the petition in 2002 with the […]

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3 Question Financial Literacy Test

Take a Quick Financial Literacy Test

Hopefully, most CorpGov.net readers know at least some financial basics, otherwise they wouldn’t be interested in the rather arcane subjects we discuss. Here’s a quick financial literacy test for readers, courtesy of Wharton professor Olivia S. Mitchell, who gave it to a small sample of subjects and came up with a number of conclusions: (more…)

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James McRitchie at SEC Proxy Voting Roundtable

Video Friday: SEC Proxy Voting Roundtable

Replay the SEC Proxy Voting Roundtable. (Sorry no YouTube embedded video. You need to click a link.) Panel 1:  Universal Proxy Ballots Panel 2:  Retail Participation in the Proxy Process (starting about 1:44 into webcast)  Unfortunately, there is a gap about 2/3 of the way through for a fire drill. The second panel does come […]

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eBAY Commits to Gender & Racial Diversity: Issues Remain

New York State Comptroller Thomas P. DiNapoli and Trillium Asset Management today announced that they have withdrawn the shareholder proposal they filed at eBay Inc. (NASDAQ: EBAY) after the company agreed to revise its Governance Guidelines to include gender and racial diversity among the qualities its seeks in its board members. Several other issues remain on the […]

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Lessons on Proxy Voting From 2014 Mini-Season

ProxyPulse, a partnership of Broadridge Financial Solutions and PwC’s Center for Board Governance, released its first report of 2015, based on results from the 2014 fall mini-season that analyzed beneficial shareholder data from 1,077 U.S. public company shareholder meetings. There are lessons here for both issuing companies and shareholders. (more…)

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Bank of America

Harrington Wins Proxy Access at Bank of America

Bank of America (BAC) shareholders can now look forward to nominating candidates to the Board of Directors in a deal negotiated by John Harrington, CEO of Harrington Investments, Inc., (HII) a socially responsible investment advisory firm based in Napa. The Bank adopted new “proxy access” bylaws reflecting changes driven by Harrington’s shareholder resolution. (more…)

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Lost in Translation: Directors & Cyber-Risks

Cyber-Risk Forum as Advertised by SVDX Directors aren’t chief technology officers (CTOs): What is the “right” level of inquiry and diligence when it comes to cyber-threats? Where will boards be held responsible for cyber-failures, and what can they do to protect their shareholders and themselves from frivolous suits? What did the Target board fail to […]

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Investor Voice

Simple Majority Vote Counting Initiative for Proxies

This guest post from Bruce Herbert of Investor Voice provides an overview of a simple majority vote counting shareholder initiative, which seeks to eliminate abstentions from the denominator in calculating votes as well as super majority threshold requirements that have not been approved by shareholders. “Fair corporate suffrage is an important right that should attach to every equity security bought […]

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Preliminary Proxy: Illinois Tool Works and Huntington Ingalls Industries

Missing from the preliminary proxy statements of Illinois Tool Works $ITW and Huntington Ingalls Industries $HII are special meeting proposals from William Steiner, even though the SEC months ago withdrew no-action letters previously issued to the companies. (Illinois Tool Works and Huntington Ingalls Industries)  Shareowners of these companies might want to inquire as to why the proposals […]

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Starbucks, SBUX

Starbucks Corporation (SBUX): Proxy Score 81

Starbucks Corporation $SBUX, which operates as a roaster, marketer, and retailer of specialty coffee worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/18/2014. ProxyDemocracy.org had the votes of four funds (now more) when I checked and voted on 3/8/2015.  I voted with management 81% of the time and assigned Starbucks a […]

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Norges Bank

Norges Bank Issues ‘Position Paper’ Supporting Proxy Access

Norges Bank, a long-time proponent and supporter of proxy access, issued Proxy Access at US Companies. Since it is very brief, I reproduce the text below. As reported by FT, Norway’s oil fund joins push for proxy access in US and others, Norges will also start publicizing its voting intentions before annual meetings. I hope others will follow […]

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Citizens United and Pay 2 Play

Investors Seek Disclosure of Corporate Lobbying Expenses

Resolutions Filed at 53 Companies Disclosure of corporate lobbying expenses remain top shareholder proposal topics for 2015, as more than 60 investors have filed proposals with more than 50 companies asking for reports that include federal and state lobbying payments, political contributions and/or payments to trade associations used for lobbying and payments to any tax-exempt […]

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proxy access

Replay the Glass Lewis Conference Call on Proxy Access

On Thursday March 5th proxy advisor Glass Lewis held a conference call to discuss proxy access, i.e. the right for shareholders to place their director nominees on company proxies, instead of having to pay for a separate proxy and solicitation. The New York City Comptroller, Scott Stringer has taken the lead on proxy access this […]

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Walt Disney

Walt Disney: Last Chance to Vote

The Walt Disney Company $DIS will hold their annual meeting tomorrow (3/12/2014). Today is the last day to vote unless you attend the meeting. My voting recommendations are at The Walt Disney Company (DIS): Proxy Score 79. Since that post a few additional funds have voted and there has been further debate: (more…)

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apple

Apple: The Case for Proxy Access

Update: Preliminary voting results indicate that our proxy access proposal got 39% of the vote. Yes, the proposal could have been worded to more closely conform to the Rule 14a-11 standards. Hopefully, Apple got the message and will propose a “best practices” revision of their articles and bylaws as needed for the 2016 annual meeting. […]

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Walt Disney

The Walt Disney Company (DIS): Proxy Score 79

The Walt Disney Company $DIS, which operates as a worldwide entertainment company, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/12/2014. ProxyDemocracy.org had the votes of four funds when I checked and voted on 3/8/2015.  I voted with management 79% of the time and assigned them a proxy score of 79. View Proxy […]

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apple

Apple Inc. (APPL): Proxy Score 83

Update: ISS recommends its clients vote in support of proxy access, calling the proposed eligibility requirements of my proposal at Apple robust, while safeguarding against abuses in the nominating process. Glass Lewis opposes the proposal because “given the company’s… positive financial performance, we do not believe that adoption of this proposal is necessary at this time.” […]

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America’s Retirement Crisis

A new nationwide public opinion research report finds that an overwhelming majority of Americans – 86 percent – believe that the nation faces a retirement crisis. Nearly 75 percent of Americans are concerned about their ability to achieve a secure retirement, and support for steady and reliable retirement income from a pension is high and […]

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Qualcomm, Inc

Qualcomm Incorporated (QCOM): Proxy Score 89

Qualcomm Incorporated (QCOM), which designs, develops, manufactures, and markets digital communications products and services in China, South Korea, Taiwan, and the United States, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/9/2014. ProxyDemocracy.org had the votes of four funds when I checked and voted on 3/2/2015.  I voted with management 89% of […]

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Berry Plastics Group

Berry Plastics Group: Proxy Score 33

Berry Plastics Group Inc. (BERY), which manufactures and distributes plastic consumer packaging and engineered materials in North America and internationally, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/4/2014. ProxyDemocracy.org had the votes of only one fund when I checked and voted on 3/1/2015. However, I was able to find the votes […]

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