Archive | February, 2016

The 100 Most Overpaid CEOs: Take Action

Overpai CEOsThe 100 Most Overpaid CEOs: Are Fund Managers Asleep at the Wheel? is the second such report from As You Sow in two years. I hope it continues as an annual tradition. I urge everyone to read it. Rosanna Landis Weaver, Jackie Cook and others contributing to this project did a great job. As Nell Minow said of the report:

Overpaid CEOs: Rational Apathy at Investment Funds

Below are a few highlights from their press release and executive summary:

CEO pay grew an astounding 997% over the past 36 years, greatly outpacing the growth in the cost of living, the productivity of the economy, and the stock market, disproving the claim that the growth in CEO pay reflects the “performance” of the company, the value of its stock, or the ability of the CEO to do anything but disproportionately raise the amount of his or her pay.

In the last year, pay for S&P 500 CEOs has risen (by some estimates up to 15.6%), yet the value of the shares of these companies actually declined slightly- despite massive expenditures of corporate funds on stock buybacks designed to increase the value of those shares. After five years of delay the SEC finally adopted rules that will allow shareholders to better understand the gap between the pay of the CEO and other employees of the corporation. The SEC is also moving forward on rules that will help expose the gap between the pay of the CEO and the performance of the companies’ shares in the stock market. Furthermore, some mutual funds and pension funds began to better exercise their fiduciary responsibility by more frequently voting down some of the most outrageous CEO pay packages.

Today more and more investors own shares through mutual funds, often investing in S&P 500 index funds. Individual investors are not in a position to sell their stakes in a company. The funds themselves are subject to a number of well-documented conflicts of interest and to what economists refer to with the oxymoronic-sounding term “rational apathy,” to reflect the expense of oversight in comparison to a pro rata share of any benefits.

Continue Reading →

Continue Reading ·

Proxy Access at Apple: Last Day to Vote

Proxy Access at AppleProxy Access at Apple (AAPL) will be one of the most important votes of the proxy season. Will shareholders settle for the board’s recently adopted “lite” version, akin to greenwashing, or will shareholders vote in favor of real proxy access? Boards, investors, and the corporate governance industrial complex are watching in anticipation.  Your opportunity to vote  on this important issue expires TODAY, February 25th at 8:59pm PST (11:59pm EST) if you are using ProxyVote.com.

80% of retail shares aren’t typically voted, so it is almost as if you’ll be voting for five. If you are like me, you may hold Apple ($AAPL) stock in more than one account. Be sure to vote them all. Do it today, unless you will attend the meeting tomorrow. Vote FOR #8, Adopt Proxy Access Right. Continue Reading →

Continue Reading ·

Qualcomm, Inc (QCOM): Proxy Score 81

Qualcomm IncQualcomm, Inc. (QCOM, $QCOM) is engaged in providing third-generation (3G), fourth-generation (4G) and next-generation wireless technologies. Qualcomm, Inc is one of the stocks in my portfolio. Their annual meeting is on March 8, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. I voted AGAINST the Omnibus Stock Plan and Harish Manwani and FOR proxy access. I voted with the Board’s recommendations 81% 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 →

Continue Reading ·

The Walt Disney Company (DIS): Proxy Score 62

 Disney

before you vote your proxy

Disney ($DIS), together with its subsidiaries, operates as an entertainment company worldwide. Disney is one of the stocks in my portfolio. Their annual meeting is on March 3, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. I voted against the pay proposal and compensation committee and in favor of shareholder proposal to eliminate supermajority requirements and to report on lobbying. I voted with the Board’s recommendations 62% 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 →

Continue Reading ·

Apple Inc. Proxy Score 47 – ‘For’ Proxy Access

Apple IncApple Inc. (AAPL) meeting on 2/26/2016 provides shareholders an opportunity to vote FOR real proxy access. Apple Inc. designs, manufactures, and markets mobile communication and media devices, personal computers, and portable digital music players to consumers, small and mid-sized businesses, education, and enterprise and government customers worldwide. It is one of the stocks in my portfolio. I will attend the 2/26 meeting in person.

ProxyDemocracy.org had collected the votes of four funds when I checked. I voted against two directors and for proxy access, therefore with the Board’s recommendations 47% 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 →

Continue Reading ·

Sustainability Reporting Wins Strong Support

Sustainability ReportingSustainability Reporting Resolutions Receive Strong Support

Sustainability reporting, as an issue, came out strongly this season on February 4, 2016, when ESCO Technologies hosted its Annual General Meeting (AGM). A shareholder proposal by Walden Asset Management requesting a comprehensive sustainability report, including greenhouse gas (GHG) emissions reduction goals, received 43.5% support, excluding abstentions. I was sorry to see BlackRock vote against this proposal, especially since they signed the UN-PRI calling on increased efforts around sustainability. Continue Reading →

Continue Reading ·

Substantial Implementation: Proxy Access Lite

Substantial ImplementationSubstantial implementation, that’s what SEC staff deemed proxy access ‘lite’ last week. Investor rights were eroded again as staff granted a number of no-action letters on February 12th to companies based on “substantial implementation” of proxy access. At its founding, the SEC was largely a champion of shareholder rights. The SEC required companies to include proposals on any proper subject in the proxy in order to approximate the conditions of the annual meeting. The SEC even took Transamerica to court in 1947 for refusing to place shareholder proposals in their proxy. From that high point, the SEC began chipping away at shareholder proxy rights. Last week’s decisions inferring proxy access lite to be substantial implementation provided further evidence of an agency more concerned with protecting entrenched managers than shareholder rights. Continue Reading →

Continue Reading ·

Berry Plastics Group: Proxy Score 17

Berry Plastics logoBerry Plastics Group Inc (BERY) provides innovative plastic consumer packaging and engineered materials. It is one of the stocks in my portfolio and their annual meeting is on February 24, 2016. ProxyDemocracy.org had collected two votes when I checked. I voted against the pay plan, directors and in favor of Myra Young proposal to elect each director annually, therefore with the Board’s recommendations only 17% 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 →

Continue Reading ·

Apple’s Proxy Access Lite Needs Changing

Apple's Proxy Access Lite

Apple’s Proxy Access Lite

Apple’s proxy access lite led me to a little thought experiment after reading the following reaction at Mac Rumors: “Maybe if all macrumors members who are shareholders band together, we can nominate one of our own!” What are the possibilities that members of Mac Rumors, any, or even all of the thousands of Apple-centric groups around the world could join together and nominate directors? (Find Apple group near you.)

Mac Rumors

Mac Rumors

Apple’s opposition statement to my proposal for real proxy access cites a statement made by Patrick McGurn, special counsel at ISS, the shareholder advisory group, who responded to Apple’s adoption of proxy access by stating that “other boards are likely to look to such respected companies and are likely to examine this issue now.” Yes, Apple’s proxy access lite got the attention of other companies but once we peel away the layers, we see the Board’s new bylaw is mostly for show, like greenwashing a product that pollutes. Although Mr. McGurn noted the importance of Apple’s proxy access lite, that doesn’t mean ISS thought it was good. In fact, ISS urges its subscribers to vote for my proposal to create real proxy access at Apple, as do early vote announcers Trillium, TRS, Australia’s Local Government Super, Canada Pension Plan Investment Board, Christian Brothers Investment Series, Unitarian Universalist Common Endowment, Florida SBA, Calvert, and Domini.

Apple will hold their annual meeting on February 26, 2016. If you are a shareholder, there is still time to vote your proxy in favor of real proxy access at Apple. Vote in favor of item #8, Adopt Proxy Access Right. I’ll analyze the other proxy items as we approach the meeting date. Continue Reading →

Continue Reading ·

Franklin Resources: Proxy Score 58

Franklin ResourcesFranklin Resources, Inc. (BEN) is a publicly owned asset management holding company, which includes Franklin Templeton Investments, and is one of the stocks in my portfolio. Their annual meeting is on February 17, 2016. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted against three directors and for the proposal for a report on voting incongruities regarding climate change voting. I voted with the Board’s recommendations 58% of the time. View Proxy Statement.

Franklin Resources: Special Note

This is one of the most important votes of the year because of the vitally important proxy proposal submitted by Zevin Asset Management, along with First Affirmative Financial and Friends Fiduciary Corporate. The proposal asks our company to report on incongruences between the proxy voting practices of Franklin Resources and its stated policy positions on climate change. If they are essentially ‘green-washing,’ this proposal should lead to a change in how they vote. If their proxy votes are already aligned with their policies and public statements, a report will provide an opportunity for good publicity. Continue Reading →

Continue Reading ·

Key Votes Survey Released by AFL-CIO

AFL-CIO Key Votes Survey 2015The AFL-CIO Key Votes Survey is designed to help pension fund trustees fulfill their fiduciary duty to monitor the proxy voting performance of investment managers. Good corporate governance matters to shareholders and proxy voting is the most direct means for shareholders to exercise oversight in relation to the corporations they own. (Read the full report.)

Proxy Votes Must be Cast in Your Interest

In 1988, the U.S. Department of Labor advised pension fund trustees that under the Employee Retirement Income Security Act (“ERISA”), the voting rights attached to company stock are “plan assets” that must be managed according to ERISA fiduciary standards. The Department of Labor requires investment managers to “maintain accurate records as to proxy voting” and permit trustees to “review the actions taken in individual proxy voting situations.”   Continue Reading →

Continue Reading ·

Norges Bank: Responsible Investment

Norges Bank responsible-investment-2015Norges Bank published their second annual report on responsible investment of the Government Pension Fund Global. They clarified expectations towards companies in 2015 and are creating a model I hope many will follow

The report provides a comprehensive review of work by Norges Bank on responsible investment in the management of the fund. Key areas of this work include developing and promoting international standards and principles, expressing expectations towards companies, and being an active owner.

Norges Bank expects companies to address a broad set of long-term risks in their strategies, investment plans, risk management and reporting.  They updated expectations with regard to children’s rights, water management and climate change in 2015, and today they are also publishing their expectations for how companies manage human rights. Monitoring environmental, social and governance risks in the portfolio is an important part of Norges Bank Investment Management’s work on responsible investment. Continue Reading →

Continue Reading ·

CSP Inc.: Proxy Score 87

CSPCSP Inc. (CSPI), together with its subsidiaries, develops and markets IT integration solutions and cluster computer systems to commercial and defense customers in the Americas, Europe, and Asia. CSP Inc. is one of the stocks in my portfolio. Their annual meeting is on February 9, 2016. ProxyDemocracy.org didn’t have a listing for CSP I presume it is because the company is too small.  I voted for the directors, pay, auditor and for proxy access, therefore with the Board’s recommendations 87% of the time. View Proxy Statement. Continue Reading →

Continue Reading ·

TD Ameritrade Holding: Proxy Score 62

TD AmeritradeTD Ameritrade Holding Corporation (AMTD) provides securities brokerage services and related technology-based financial services to retail investors, traders, and independent registered investment advisors (RIAs) in the United States. TD Ameritrade is one of the stocks in my portfolio. Their annual meeting is on February 18, 2016. ProxyDemocracy.org had collected no votes when I checked. I voted against the pay and bonus plans, therefore with the Board’s recommendations 62% 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 →

Continue Reading ·

Powered by WordPress. Designed by WooThemes