Archive | April, 2015

Shareholder Activism Redux: The Good, Bad and Ugly

Shareholder ActivismIt’s impossible to read a newspaper, magazine or blog, or watch the news without hearing about shareholder activism.  It’s an industry unto itself with activist funds, attorneys who represent activists, activist defense lawyers, activist-focused investment bankers, activist conferences, activist newsletters, activist databases, and, of course, there are Messrs. Bebchuk and Lipton.

As a former institutional investor turned corporate governance author/advisor, I regularly get calls from media, and am cornered after speaking engagements to talk about activists.  It’s arguable that no topic in recent memory has been discussed by so many in the presence of so few facts.  It’s eerily reminiscent of when cloud computing first overtook the technology vernacular.  You know, when 8 out of 10 people who were earnestly discussing moving to the cloud, cloud infrastructure and so forth, had no idea what the “cloud” actually was. Continue Reading →

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Anadarko Petroleum (APC): Report on Carbon Asset Risk

AnadarkoThe following PX14A6G filing on a shareholder proposal at Anadarko $APC by As You Sow might be of interest to readers. I’m too busy with my own proposals to make all the links work and to neaten up this post but you can find them in the original filing here.

I suspect we will see many more proposals like these in future. I think there are risks in carbon investments to both inhabitants of Earth and individual portfolios, so have sold just about everything in my portfolio in that sector, preferring alternative energy and biosciences. I like what As You Sow is doing and for a while I was trying to invest in “best-in-class” carbon companies… hoping to see more transition their investment to renewables. Unfortunately, what I found was mostly just greenwashing efforts. There is certainly much to be said for investors, like As You Sow, hanging in there and pushing from the inside. I applaud their efforts.  Continue Reading →

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Tractor Supply Company (TSCO): Proxy Score 100

Tractor SupplyTractor Supply Company (TSCO) is one of the stocks in my portfolio. They offer a comprehensive selection of merchandise, which include equine, livestock, pet and small animal products; hardware, truck, towing and tool products; seasonal products, including lawn and garden items, power equipment, gifts and toys; maintenance products for agricultural and rural use, and work/recreational clothing and footwear. Their annual meeting is coming up on 5/5/2015. ProxyDemocracy.org had the votes of three funds when I checked and voted on 4/27/2015. I voted with management 100% of the time and assigned Tractor Supply a proxy score of 100.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Tractor Supply Company 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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EMC Corporation (EMC): Proxy Score 56

EMCEMC Corporation (EMC), which develops, delivers, and supports information infrastructure and virtual infrastructure technologies, solutions, and services, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/30/2015. ProxyDemocracy.org had the vote of three funds (I added CalSTRS) when I checked and voted on 4/26/2015. I voted with management 56% of the time and assigned EMC a proxy score of 56. Continue Reading →

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Kimberly Clark Corp (KMB): Proxy Score 57

Kimberly ClarkKimberly Clark Corp (KMB), which manufactures and markets personal care, consumer tissue, and K-C professional products, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/30/2015. ProxyDemocracy.org had the vote of four funds when I checked and voted on 4/24/2015. I voted with management 57% of the time and assigned Kimberly Clark a proxy score of 57.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Kimberly Clark 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Fluor Corporation (FLR): Proxy Score 64

Fluor CorporationFluor Corporation (FLR), which provides engineering, procurement, construction, fabrication and modularization, commissioning and maintenance, and project management services worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/30/2015. ProxyDemocracy.org had the vote of one fund when I checked and voted on 4/23/2015. I voted with management 64% of the time and assigned Fluor Corporation a proxy score of 64.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Fluor Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Coca-Cola Co (KO): Proxy Vote 58

Coca-ColaThe Coca-Cola Co (KO), which primarly manufactures and distributes various nonalcoholic beverages, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/29/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 4/22/2015 (they now have more). I voted with management 58% of the time and assigned Coca-Cola a proxy score of 58.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Coca-Cola 2015 proxy in order to enhance  Continue Reading →

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Citigroup Inc (C): Proxy Score 48

citigroupCitigroup Inc (C), which provides various financial products and services for consumers, corporations, governments, and institutions worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/28/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 4/21/2015. I voted with management 48% of the time and assigned Citigroup a proxy score of 48. Continue Reading →

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Bio-Rad Laboratories (BIO): Proxy Score 33

Bio-Rad LaboratoriesBio-Rad Laboratories, Inc. (BIO), which manufactures and supplies products and systems used to separate complex chemical and biological materials, as well as to identify, analyze, and purify their components for life science research, healthcare, analytical chemistry, and other markets, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/28/2015. ProxyDemocracy.org had the vote of two funds when I checked and voted on 4/22/2015. I see CalSTRS voted with management on all issues. I voted with management 33% of the time and assigned Bio-Rad Laboratories a proxy score of 33. Continue Reading →

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Runaway Management: SVDX/Rock Center Event

RunawayIt was another great jointly sponsored event at Stanford Law on April 16, 2015 – this one on runaway management teams.

As noted in the promo for the event:

Board membership is difficult enough these days, even when the relationship between board and management functions well. But when faced with runaway management teams, the situation can quickly devolve, increasing business and legal risks for the company and its board members. What key principles should guide directors and their advisors when a management team ignores the board’s advice or refuses to keep the board fully informed on important business developments and strategic issues? What practical steps should board members consider when facing management teams who will not heed strategic advice? That elevate their own interests above those of the company? Or that engage in questionable and self-serving practices? Should a board member take control of the situation? Call a litigator? Fire the CEO? Resign?

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International Business Machines (IBM): Proxy Score 50

IBMIBM (International Business Machines Corp.), which provides information technology (IT) products and services worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/28/2015. ProxyDemocracy.org had the vote of four funds when I checked and voted on 4/21/2015. I voted with management 50% of the time and assigned IBM a proxy score of 50.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the IBM 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Boeing Co (BA): Proxy Score 47

BoeingBoeing Co (BA), which designs, develops, manufactures, sells, services, and supports commercial jetliners, military aircraft, satellites, missile defense, human space flight, and launch systems and services worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/27/2015. ProxyDemocracy.org had the vote of one fund when I checked and voted on 4/21/2015. I voted with management 47% of the time and assigned Boeing a proxy score of 47. Continue Reading →

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Kellogg Company (K): Proxy Vote 75

KelloggKellogg Company (K), which manufactures and markets ready-to-eat cereal and convenience foods, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/24/2015. ProxyDemocracy.org had the vote of no funds when I checked and voted on 4/20/2015. I also see that CalSTRS votes still are not getting picked up but they voted with management on everything except the shareholder proposal.  I voted with management 75% of the time, and assigned Kellogg a proxy score of 75. Continue Reading →

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General Electric Company (GE): Proxy Score 57

GEGeneral Electric Company (GE), which operates as an infrastructure and financial services company worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2015. ProxyDemocracy.org had the vote of two funds when I checked and voted on 4/15/2015.  I voted with management 57% of the time and assigned General Electric a proxy score of 57.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the General Electric Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Change the System

Chelsea Clinton says Change the System

Chelsea Clinton says Change the System

In an unscripted moment at a Clinton Foundation event in Miami, Chelsea mentioned a study that shows there are more men named John, Robert, William or James on corporate boards than there are total women corporate directors. Upon hearing that statistic, Hillary, who was on stage with Chelsea, joked, “sounds like we need to change our names!”

Chelsea emphatically cut in to raucous applause: “No, we need to change the system.”

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Johnson & Johnson (JNJ): Proxy Score 44

Johnson & JohnsonJohnson & Johnson (JNJ), which researches, develops, manufactures, and sells various products in the health care field worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 4/17/2015.  I voted with management 44% of the time and assigned Johnson & Johnson a proxy score of 44.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Johnson & Johnson 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Activist Investing Trends & Impact on the M&A Market

M&A-cartoonM&AThe second annual Kirkland & Ellis Law Forum at Stanford’s Rock Center for Corporate Governance, brought together a leading academic, legal practitioners, and an investment banker to discuss recent trends in activist investing and their impact on the M&A market. What follows are my cryptic notes. The Center will probably post the video at some point, so view that if interested.

Activism has become a key catalyst for merger and acquisition (M&A) activity and corporate spin-offs (especially in the technology industry), while activist opposition has impacted announced deals.

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NCR Corporation (NCR): Proxy Score 50

NCRNCR Corporation (NCR), which provides solutions and services that enable businesses to connect, interact, and transact with their customers worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2015. ProxyDemocracy.org had the vote of one fund when I checked and voted on 4/14/2015.  I voted with management 50% of the time and assigned NCR Corporation a proxy score of 50.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the NCR Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Government Service Golden Parachutes at C, GS, JPM, MS

Government Service Golden Parachutes

Government Service Golden Parachutes

citigroupI recently received an email from the AFL-CIO Reserve Fund urging a vote in favor (“FOR”) their shareholder resolutions asking Citigroup (C), Goldman Sachs (GS), JPMorgan (JPM), and Morgan Stanley (MS) to issue a report to shareholders disclosing the dollar amounts of government service golden parachutes – pay their senior executives will receive if they voluntarily resign to enter into government service.

GSThe proposal is a good idea. I hope to be following up with posts on how I voted at Citigroup (C) and Goldman Sachs (GS). I do not own any shares of  JPMorgan (JPM) or Morgan Stanley (MS). Below is the the AFL-CIO rationale for why “government service golden parachutes” do not serve the interests of shareholders. Continue Reading →

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Proxy Access at FirstMerit, No Exception

FirstMerit

Morrow&Co

Morrow&CoFirstMerit (FMER) included a management proposal for proxy access in their annual meeting agenda and excluded a shareholder proposal on the same topic from the Firefighter’s Pension System of the City of Kansas City with a higher cap on nominees. See Proposal #4 Proxy Access. What was even more startling in the ‘news’ from an April 3rd Morrow & Co. advisory was that “ISS did not make reference to the shareholder proposal that was omitted from the proxy,” recommended in favor of the proposal and was not recommending a withhold on any directors. Continue Reading →

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Is the Battle for Proxy Access Over?

Winston Churchill gives sign for victory

Proxy Access Victory?

The Status of Proxy Access 2015:

“Now this is not the end. It is not even the beginning of the end. But it is, perhaps, the end of the beginning.” – Winston Churchill 

This post is in response to a LinkedIn piece by Anthony Goodman of Tapestry Networks regarding the status of proxy access post the success of New York Comptroller Scott Stringer’s Board Accountability Project (with adopt of proxy access by Bank of America, Abercrombie & Fitch, Big Lots and Whiting Petroleum to date). While the “2015 Battle for Proxy Access” appears won, the war over access is far from finished. What is over is the “ambiguity” over whether there is unanimity amongst institutional investors, governance advocates and proxy advisors for the 3-3-25 standard or whether the mega mutual funds would support conflicting higher ownership thresholds and holding periods. We now know that the answer to that question is generally universal support for 3-3-20/25 standard. Continue Reading →

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SRI Conference 2015: Investing for Impact

Investing For ImpactPhilanthropic, Foundation Worlds Expected to Join Investors and Investment Professionals Engaged in Sustainable, Responsible, Impact (SRI) Investing; Early-Bird Registration Now Open.

Sustainable, Responsible, Impact InvestingNow in its 26th year, the SRI Conference will be November 3-5, 2015 at The Broadmoor Hotel in Colorado Springs, Colorado and will probably be the largest ever. Leaders in the philanthropy and foundation worlds are invited to participate in the largest, longest-running annual meeting of responsible investors and investment professionals.  Early-bird registration is now open. Contact Krystala Kalil at 888-774-2663 to answer your questions. Continue Reading →

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Investing Lessons from the Virginia Company of London

Virginia Company of LondonInvesting in America began with bankruptcy and early lessons in corporate governance. In the early 17th century, the hottest stock in England was the Virginia Company of London. Instead of adding to their fame and fortune, wealthy investors gained several hard insights from this first company to go bust on American soil.

Fame Is Not To Be Confused With Fortune

By 1609, the Virginia Company was two years into the Jamestown settlement and despite many setbacks from rugged conditions and Continue Reading →

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Video Friday: Where is the SEC on Dark Money?

Dark MoneyI think most Americans have a very limited attention span when it comes to investing, the SEC and especially corporate governance. When I came across SECDisclose.org earlier this week, I was delighted with a series of videos they have uploaded on dark money and with their byline: Because the S.E.C. shouldn’t stand for “S-E-C-RET.”

In a few paragraphs below lifted from SECDisclose and a press release from the Corporate Reform Coalition, I hope to perk your interest in this project so that you’ll share their links with your friends. I love their campaign. It is very creative. However, one thing the campaign fails to do, at least as far as I could tell in a quick look, is to call their viewers and readers to action. I’ve practically hounded my readers to death on this issue but will do so once again. Continue Reading →

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Brocade Communications Systems (BRCD): Proxy Score 43

Brocade CommunicationsBrocade Communications Systems, Inc. (BRCD), which provides storage area networking (SAN) and Internet protocol networking solutions, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/7/2015. ProxyDemocracy.org had the votes of two funds when I checked and voted on 4/2/2015.  I voted with management 43% of the time and assigned Brocade Communications a proxy score of 43. Publishers note: Elizabeth Chang, my administrative assistant, will be posting several of my votes for upcoming meetings.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Brocade Communications 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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