Archive | December, 2015

A Response to Yves Smith on CalPERS

Yves SmithYes, The Twelve Days of CalPERS by Yves Smith at naked capitalism is very witty, but it plays into the hands of those who would like to see public pensions dismantled.

I like some of the work Yves Smith has  have been reporting on CalPERS, which obviously needs not only watching but needs to be constantly reminded of its duties, fiduciary and otherwise. Yes, failing to disclose private equity fees is problematic (I’m also glad JJ Jelincic is on the board Pension Pulse: CalPERS’ Partial Disclosure of PE Fees?)… but not long ago former board members were collecting enormous fees from CalPERS and it wasn’t just Villalobos. Continue Reading →

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Reeds Delivered a Corrected Proxy for Christmas

Reeds Delivered a Corrected Proxy for Christmas

Reeds Delivered a Corrected Proxy for Christmas

There it was under my tree, Reeds delivered a corrected proxy for Christmas!

Santa has finally been good to Reeds (REED) shareholders.

I’m tacking notification of the corrected proxy as a sign that Founder/CEO, Christopher Reed might be at the start of a new attitude toward  SEC rules and corporate gReed's Mugovernance, I changed my vote. I voted for Mr. Reed, the auditors, my own proposal to require a majority vote to elect directors and against the rest of the board and the “incentive” stock option plan. The incentive plan lack specificity.

Of course, my proxy didn’t magically appear under my Christmas tree. Reeds Inc. had to pay to have the link to their revised proxy sent out by Broadridge to brokers and banks all over the country. After being reminded several times, Reeds finally did the right thing. Unfortunately, their reluctance and delay necessitated postponing their annual meeting for more than a week but, despite the additional cost to company and shareholders (including me), it is good to see our company now following the law. Continue Reading →

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Apple Adopts Proxy Access Lite

Apple Adopts Proxy AccessAs reported by the Wall Street Journal (Apple Offers Proxy Accessand the Financial Times (Campaigners hail Apple shareholder move), Apple adopts proxy access. Yes, that’s progress, but we shouldn’t be gushing in praise over proxy access lite.

See Apple bylaws, pages 18-26, 5.15 Proxy Access for Director Nominations. Compare with the Council of Institutional Investors’ (CII) Best Practices.

Scott Stringer, New York City comptroller, called the Apple decision a

tipping point… Corporate resistance to proxy access is crumbling as more and more boards are coming to the table and working with investors to provide greater accountability that will drive long-term value.

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CalPERS Discloses Proxy Votes in Advance of Meetings

CalPERS Discloses Proxy VotesCalPERSInvestors and the public interested in how the California Public Employees’ Retirement System (CalPERS) casts its proxy votes on key decisions in corporate America can now find that information on the CalPERS website.

CalPERS Discloses Proxy Votes

CalPERS has expanded its online disclosure of proxy voting decisions to include those for all publicly held companies in its portfolio. Prior to this expansion, CalPERS provided proxy voting information for the 300 largest public company holdings in its portfolio. Continue Reading →

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Independent Research in Responsible Investment

Independent Research in Responsible InvestmentWeConvene Extel and SRI‐CONNECT announced the results of the Independent Research in Responsible Investment Survey 2015; “the most authoritative global survey evaluating how asset managers rate the services of independent providers of sustainable and responsible investment (SRI) & corporate governance (CG) research.”

Award winner from the major categories were: Continue Reading →

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Reed’s – REED: Reject the Board

REED Supplement 2015mtgReed Tshirt12nd update, 12/20/2015: Unpack your bags, cancel your flight and hotel. Reeds Inc. (REED) has postponed tomorrow’s annual meeting to 12/30/2015. Although the move may be costly to shareowners and our company, it may pay dividends in the long-run if REED finally starts paying more attention to shareowners, corporate governance and their legal obligations. REED made a material error in their proxy materials and ballot. Although they filed a revised proxy, they didn’t pay to send a new ballot or link to shareowners. The supplement they issued on Friday includes a new ballot but so far that has not gone out to most shareowners.  I am hoping they will do so this week through Broadridge’s proxyvote.com platform. Continue Reading →

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Reeds Renominates Zombie Director Muffoletto

Daniel Muffoletto

Daniel Muffoletto, Zombie Director

A majority of shares voted to turn them out of office, off the island, you’re fired… but unaccountable boards frequently reappoint a zombie director. Reeds Inc. (REED) flaunts the will of shareholders in renominating Daniel S.J. Muffoletto.  According to the Council of Institutional Investors:

The vast majority of zombies are legally elected due to an outmoded plurality vote requirement that guarantees a candidate’s victory upon receiving a single favorable vote. CII encourages all companies to embrace a majority standard, and the number of companies doing so continues to increase every year. (Zombie Directors Still Haunt Boardrooms Despite New Era of Engagement, 10/29/2015)

The only viable solution to the zombie director phenomenon is to require public companies to adopt a majority voting regime that imposes reasonable limits on the ability of boards to reject the resignation of losing directors. (July 8, 2014, letter to SEC’s Keith F. Higgins)

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Marrone Bio Innovations (MBII): How I Voted – Proxy Score 33

Marrone Bio InnovationsMarrone Bio Innovations, Inc. $MBII provides bio-based pest management and plant health products for the agriculture, turf, and ornamental and water treatment markets in the United States and internationally. Marrone Bio is one of the stocks in my portfolio. Their annual meeting is on December 17, 2015. ProxyDemocracy.org had collected the votes of one fund when I checked.  I voted with the Board’s recommendations 33% of the time. View Proxy Statement.

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

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United Natural Foods (UNFI): How I Voted – Proxy Score 42

United Natural FoodsUnited Natural Foods, Inc. $UNFI, together with its subsidiaries, distributes and retails natural, organic, and specialty foods and non-food products in the United States and Canada. United Natural Foods is one of the stocks in my portfolio. Their annual meeting is on December 16, 2015. ProxyDemocracy.org had collected the votes of four funds when I checked.  I voted with the Board’s recommendations 42% of the time. View Proxy Statement.

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

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Deep Dive on Water Risks & iiWisdom

Water RisksWater risks and and an Internet program from iiWisdom are the subjects of my last notes and photos from attending the Council of Institutional Investors Fall 2015 Conference in Boston. The Deep Dive on Water Risks was hosted by Ceres.

The interactive Internet program from iiWisdom looks to be very handy for finding information contained in corporate proxies. Feel free to post corrections, and additional material relevant to these two topics using the site’s comment feature. Find more posts from the conference on Corporate Governance or on Twitter by searching #CIIFall2015. Continue Reading →

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Robert Bradway, Chair & CEO Amgen

Robert Bradway

Robert Bradway

More of my notes and photos from attending the Council of Institutional Investors Fall 2015 Conference in Boston… this from the keynote speech by Robert Bradway of Amgen. Feel free to post corrections, counterpoints and additional relevant material on his speech or Amgen, using the site’s comment feature. Find more posts from the conference on this site or Twitter by searching #CIIFall2015.

Robert Bradway majored in biology and then moved into finance. He briefly mentioned that Third Point led an attack, seeking a breakup of Amgen ($AMGN). In thanking Meredith Miller for her introduction, Robert Bradway mentioned they had a long-standing relationship in establishing clawbacks and other policies, such as political disclosure. Continue Reading →

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Activist Hedge Funds Policing Wall Street

Hedge Funds Policing Wall StreetThis is one of a many part series from the Council of Institutional Investors Fall 2015 Conference in Boston. This part of the program dealt with hedge funds and policing Wall Street. Sorry for the delay in posting but other tasks keep intervening. Keep in mind, I generally am not quoting speakers. Instead, I’m providing my reaction. Sometimes there can be a big difference.

Please feel free to post corrections, counterpoints and additional relevant material on the activist hedge funds and policing Wall Street, using the site’s comment feature. I find these two topics at an interesting juxtaposition. The graphic at right was created by Victor Juhasz for Rolling Stone’s Looting the Pension FundsFind more posts from the conference on this site or Twitter by searching #CIIFall2015. Continue Reading →

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CIO Perspectives: Capital at Risk

Risk and ReturnHere are more of my notes and photos from the Council of Institutional Investors Fall 2015 Conference in Boston. I added the subtitle to the name of this session, which mostly explored managing risk in low-return environment but touched on many additional topics. Feel free to post corrections, counterpoints and additional relevant material on topic, using the site’s comment feature. Find more posts from the conference on this site or Twitter by searching #CIIFall2015. Continue Reading →

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Medtronic PLC: How I Voted – Proxy Score 44

MedtronicMedtronic PLC ($MDT) manufactures and sells device-based medical therapies worldwide. Medtronic is one of the stocks in my portfolio. Their annual meeting is on December 11, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked.  I voted with the Board’s recommendations 44% of the time. View Proxy Statement.

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

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WD-40 Company (WDFC): How I Voted – Proxy Score 100

WDFCWDFC develops and sells maintenance products, and homecare and cleaning products. WDFC is one of the stocks in my portfolio. Their annual meeting is on December 8, 2015. ProxyDemocracy.org had collected the vote of one fund when I checked.  I voted with the Board’s recommendations 100% of the time. View Proxy Statement.

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

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Why I’m voting WITHHOLD on Fission Uranium (FCU)

Fission Uranium

“Using the internet for shareowner proxy voting … will awaken the sleeping giant of corporate governance – individual investors.” My optimism was premature when I wrote that in 1999. But finally the giant has awakened and is starting to stir.

Retail shareowners of Fission Uranium Corp (FCU) have joined forces via internet media, including their Stockhouse.com discussion forum, to challenge the incumbent board’s control of the company. It’s significant that retail investors own a majority of Fission’s shares, in contrast to the institutional investor dominance typical of larger firms. Continue Reading →

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Gordon Gekko and Governing Small-Caps: Greed Works

Greed Works

Greed Works

    Few who have seen it can forget the iconic scene from the movie Wall Street when Michael Douglas’s character Gordon Gekko stands up, microphone in hand, at Teldar Paper’s shareholder meeting and says: “The point is, ladies and gentleman, that greed, for lack of a better word, is good. Greed is right, greed works.” Cinematic legend. What if it’s also the key to better small-cap corporate governance? Continue Reading →

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    Investing for the Long-Term: #CIIFall2015

    Amy Borrus

    Amy Borrus, CII

    This was an interesting session from the Council of Institutional Investors Fall 2015 Conference in Boston. Please feel free to post corrections, counterpoints and additional relevant material on topic of Investing for the Long-Term, using the site’s comment feature. Find more posts from the conference on this site or Twitter by searching #CIIFall2015.

    Investing for the Long-Term

    Mark Grier, Vice Chairman, Prudential Financial
    Ronald O’Hanley, President & CEO, State Street Global Advisors
    Moderator: Theresa Whitmarsh, Executive Director, Washington State Investment Board Continue Reading →

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