Archive | April, 2016

Marriott (MAR): Proxy Score 64

Marriott InternationalMarriott International Inc (NASD:MAR, $MAR) is an operator, franchisor and licensor of hotels and timeshare properties across the world. It also operates markets and develops residential properties and provides services to home/condominium owner associations. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 6, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. I voted AGAINST the pay plan and compensation committee members, FOR moving to a simple majority voting standard. I voted with the Board’s recommendations 64% of the time. View ProxyStatement.

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Kansas City Southern: Proxy Score 80

Kansas City SouthernKansas City Southern (NYSE:KSU, $KSU) is a transportation holding company with domestic and international rail operations in North America that are focused on the north/south freight corridor connecting commercial and industrial markets in the central United States with industrial cities in Mexico. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 5, 2016. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted AGAINST the pay plan and FOR genuine proxy access – voting with the Board’s recommendations 80% of the time. View Proxy Statement. Continue Reading →

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Kimberly Clark Corp: Proxy Score 60

Kimberly Clark Corp

Kimberly Clark Corp (NYSE:KMB, $KMB)  is engaged in the manufacturing and marketing of products made from natural or synthetic fibers. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 2, 2016. ProxyDemocracy.org had collected the votes of four funds when I checked. Vote AGAINST pay, compensation committee and Mr. Bergstrom, who should not be on the Audit Committee. All others vote FOR. I voted with the Board’s recommendations 60% of the time. View Proxy Statement. Continue Reading →

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Bristol-Myers Squibb: Proxy Score 50

Bristol-Myers SquibbBristol-Myers Squibb Co (NYSE:BMY, $BMY) is engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of biopharmaceutical products across the world. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 3, 2016. ProxyDemocracy.org had collected the votes of four fund families when I checked. Vote AGAINST pay, compensation committee – FOR my shareholder proposal to lower the threshold to call a special meeting. I voted with the Board’s recommendations 50% 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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TSCO Tractor Supply: Proxy Score 90

TSCO Tractor Supply CompsnyTSCO, Tractor Supply Company is an operator of rural lifestyle retail stores in the United States catering to recreational farmers and ranchers, as well as tradesmen and small businesses. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 3, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. I voted AGAINST R. Keith Halbert; FOR all other items in the proxy. I voted with the Board’s recommendations 88% of the time. View Proxy Statement. Continue Reading →

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Boeing Co: Proxy Score 53

Boeing CoBoeing Co (NYSE:BA, $BA) operates through five segments: Commercial Airplanes, Boeing Military Aircraft (BMA), Network & Space Systems (N&SS), Global Services & Support (GS&S) and Boeing Capital (BCC). It is one of the stocks in my portfolio. Their annual meeting is coming up on May 2, 2016. ProxyDemocracy.org had collected the votes of 1 fund when I checked. Vote AGAINST pay, compensation committee; FOR proposals on lobbying, special meeting, independent chair; ABSTAIN on Isreal. I voted with the Board’s recommendations 53% 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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American Express Company: Proxy Score 38

American Express CompanyAmerican Express Company (NYSE:AXP, $AXP) provides charge and credit payment card products and travel-related services to consumers and businesses worldwide. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 2, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. Vote AGAINST pay, committee, incentive plan, overboarded director. FOR all other items in the proxy, including shareholder proposals. I voted with the Board’s recommendations 88% 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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Kellogg Company: Proxy Score 75

Kellogg CompanyKellogg Company (NYSE:K, $K) manufactures and markets ready-to-eat cereal and convenience foods. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 29, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. Vote FOR all items in the proxy, including shareholder proposal to adopt a simple majority standard for all votes. I voted with the Board’s recommendations 75% 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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ATT: Proxy Score 50

ATTATT, AT&T Inc. (NYSE:T) provides telecommunications and digital entertainment services through four segments: Business Solutions, Entertainment Group, Consumer Mobility, and International. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 29, 2016. ProxyDemocracy.org had collected the votes of four funds when I checked. I voted AGAINST the pay plan, compensation committee, and stock plan. Vote FOR independent chair, disclose lobbying and political contributions. I voted with the Board’s recommendations 50% 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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Rana Plaza: Disclosures Needed

Rana Plaza

Rana Plaza

Three years have passed since the collapse of the Rana Plaza building in Bangladesh resulting in over 1,100 garment workers killed and 2,600 injured. This massive tragedy drew attention to the systemic human rights abuses in the garment sector, as well as the failure of the Bangladesh government and corporate compliance programs to create safe and healthy workplaces that respect and protect the lives of workers. Continue Reading →

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JNJ: Proxy Score 53

JNJJNJ, Johnson&Johnson (NYSE: $JNJ) researches, develops, manufactures, and sells various products in the health care field worldwide through three segments: Consumer, Pharmaceutical, and Medical Devices. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 28, 2016. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted AGAINST the pay plan, compensation committee & favoring share buybacks. Vote FOR independent chair, disclose lobbying and report on drug take-back programs. I voted with the Board’s recommendations 53% 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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Bio-Rad Laboratories: Proxy Score 25

Bio-RadBio-Rad Laboratories, Inc. (NYSE:BIO, $BIO) manufactures and supplies products and systems used for the life science research, healthcare, analytical chemistry and other markets. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 26, 2016. ProxyDemocracy.org had collected the votes of two funds when I checked. Vote AGAINST the directors who own no shares in Bio-Rad and FOR my shareholder proposal to adopt proxy access. I voted with the Board’s recommendations 25% 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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Halyard Health: Proxy Score 17

Halyard HealthHalyard Health Inc (NYSE:HYH. $HYH) seeks to advance health and healthcare by preventing infection, eliminating pain and speeding recovery. The Company has two business segments: Surgical and Infection Prevention (S&IP) and Medical Devices. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 28, 2016. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted AGAINST the pay plan, compensation committee, and Omnibus Stock Plan. I voted FOR the auditor, so with the Board’s recommendations 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 →

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KO – Coca-Cola: Proxy Score 52

KO - Proxy Voting Considerations

KO – Proxy Voting Considerations

KO, The Coca-Cola Co (NYSE:KO) owns or licenses and markets more than 500 nonalcoholic beverage brands, primarily sparkling beverages but also a range of still beverages, such as waters, enhanced waters, juices and juice drinks, ready-to-drink teas and coffees, and energy and sports drinks. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 27, 2016. ProxyDemocracy.org had collected the votes of zero funds when I checked. Vote AGAINST pay/bonus plans, compensation committee and directors owning no shares. Vote FOR Holy Land Principles and to Discontinue the release of unvested restricted stock awards – voting with the Board’s recommendations 52% of the time. View Proxy Statement. Continue Reading →

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Citigroup Inc: Proxy Score 52

Citigroup IncCitigroup Inc (NYSE:C, $C) is  a diversified financial services holding company, provides various financial products and services for consumers, corporations, governments, and institutions worldwide. It operates through two segments, Citicorp and Citi Holdings. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 26, 2016. ProxyDemocracy.org had collected the votes of zero funds when I checked. I voted AGAINST the pay plan, compensation committee, Michael L. Corbat who owns no shares, and the Omnibus Stock Plan. I voted FOR all other proposals, including the shareholder proposals. I voted with the Board’s recommendations 52% of the time. View Proxy Statement.

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GE – General Electric: Proxy Score 58

GEGE, General Electric Company (NYSE:$GE) is a diversified infrastructure and financial services company with products and services ranging from aircraft engines, power generation, oil and gas production equipment, and household appliances to medical imaging, business and consumer financing and industrial products. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 27, 2016.

ProxyDemocracy.org had collected the votes of zero funds when I checked. Vote AGAINST pay plan, compensation committee, proposals on Performance-Based Equity Awards & Country Selection. Vote FOR report on lobbying, independent chair, and Holy Land Principles – voting with the Board’s recommendations 58% of the time. View Proxy Statement. Continue Reading →

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T. Rowe Price Group: Proxy Score 13

T. Rowe Price GroupT. Rowe Price Group Inc (NASD:TROW, $TROW) is a financial services holding company. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 26, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. I voted AGAINST the pay plan, compensation committee and directors with no shares. I voted FOR the auditor and the shareholder proposal seeking a report on incongruities between policies and voting practices on climate change– voting with the Board’s recommendations 13% of the time. View Proxy Statement.

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International Business Machines: Proxy Score 21

International Business MachinesInternational Business Machines Corp. (NYSE:IBM, $IBM) provides information technology (IT) products and services worldwide. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 26, 2016. ProxyDemocracy.org had collected the votes of four funds when I checked. I voted AGAINST the pay plan, and most of the directors. I voted FOR the report on lobbying, written consent, split CEO/Board Chair positions – voting with the Board’s recommendations 21% of the time. View Proxy Statement.

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United Technologies Corporation: Proxy Score 44

United Technologies CorporationUnited Technologies Corporation (NYSE:UTX, $UTX) provides high technology products and services to the building systems and aerospace industries across the world. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 25, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked. I voted AGAINST the pay plan, compensation committee and end to cumulative voting – voting 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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NCR Corporation: Proxy Score 33

NCR CorporationNCR Corporation (NYSE:NCR) is a global technology company that provides products and services that enable businesses to connect, interact and transact with their customers. It is one of the stocks in my portfolio. Their virtual-only annual meeting is coming up on April 20, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked. I voted AGAINST the pay plan and compensation committee. I voted FOR proxy access, declassifying the board, the employee stock plan and the auditor – voting with the Board’s recommendations 33% of the time. View Proxy Statement.

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Shareholder Empowerment – Review Essay

Shareholder Empowerment: An IntroductionShareholder Empowerment

Shareholder Empowerment: A New Era in Corporate Governance (link) by Maria Goranova and Lori Verstegen Ryan (editors) is the best book on corporate governance I have read in quite some time. No, it does not have all the answers but it does ask many of the right questions. For an academic reader, I found it a surprising page-turner.

Maria Goranova and Lori Verstegen Ryan, the editors, set up the central problem in the introduction. There is growing public outrage over the pay gap of CEOs and average employees. Corporations are no longer reliable providers of job security, healthcare and retirement benefits. Power has been shifting from corporate officers and directors to shareholders. Finance and legal scholars, “who equate the well-being of corporations with the well-being of investors,” have dominated the corporate governance debate. Perhaps the management academy can shed some insight into these issues. Continue Reading →

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Research Associate Job, Conference Board

Research Associate Conference BoardResearch Associate opening at the prestigious and influential Conference Board. Work on corporate governance leadership issues with ,   and . There aren’t many opportunities like this in the corporate governance industrial complex.

Research Associate: Position Summary

Conducts research projects developed within The Conference Board’s Continue Reading →

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Yelp Inc. ($YELP): Proxy Score 33

Yelp Inc CriticYelp Inc. ($YELP) operates a platform that connects people with local businesses primarily in the United States. Yelp is one of the stocks in my portfolio. Their annual meeting is coming up on April 13, 2016 and I have a lot of voting recommendations to make ProxyDemocracy.org had collected the votes of one fund when I checked. Yes, I’m a Yelp critic, voting AGAINST pay plan, compensation committee and omnibus stock plan, voting 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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Lobbying Disclosure: Companies Respond

lobbyingShareholders have been urging companies to fully disclose the lobbying they do directly and through trade associations and third parties for six years now. This year 66 investors joined in filing resolutions with 50 companies seeking expanded lobbying transparency. Twinned with calls for disclosure of political spending aimed at affecting elections, this effort has had a steady positive effect. For example, this year companies including Raytheon, CenterPoint and DuPont came to agreements with investors to expand their lobbying disclosure.

We also find that many companies, even if they do not want to fully disclose, have expanded their reporting on items like Board oversight, priority issues they lobbied on, whether and when they did grassroots lobbying, making it easier to access their quarterly Senate reports or disclosing specific dollar amounts spent on federal lobbying. Continue Reading →

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Town Hall Style Annual Meeting – Prepared?

Warren Buffett's Town Hall Style Meeting - Photo from NY Times

Warren Buffett’s Town Hall Style Meeting

Town Hall Shareholder Meetings

It’s a presidential campaign year here in the U.S., and though the election is still over 6 months away, we’ve already been enlightened (or depressed) by a large number of candidate debates and town halls. Whatever your political views, the candidates seem able to instantly recall policy, financial or data details off the top of their heads. Trade figures, funding levels, voting records — their ability to deliver these on the spot, under bright lights and hostile questioning, is an impressive skill.  Continue Reading →

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Controlled Companies Underperform, Overpay

Controlled CompaniesControlled companies generally underperformed non-controlled firms in terms of total shareholder returns, revenue growth, and return on equity, according to a new reportControlled Companies in the Standard & Poor’s 1500:  A Follow-up Review of Performance & Risk, commissioned by the Investor Responsibility Research Center Institute (IRRCi) and conducted by Institutional Shareholder Services Inc. (ISS).

The study also finds that average chief executive (CEO) pay is significantly higher at controlled companies with multi-class stock structures:  three times higher than that at single-class stock controlled firms and more than 40% higher than average CEO pay at non-controlled firms. In addition, director tenure typically runs longer, board refreshment is generally slower, and boardrooms are less diverse at controlled companies. Continue Reading →

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Walden Wins ESG Reporting at CLARCOR

clarcorCLARCOR Inc. (CLC) hosted its Annual General Meeting on March 29, 2016. A shareholder proposal led by Walden Asset Management for environmental, social and governance (ESG) reporting received 61% support from shareholders, excluding abstentions.

With this result, CLARCOR joins a small minority of companies to ever experience a majority vote in support of on an environmental or social resolution. According to proxy advisor ISS, just one environmental or social proposal passed out of 474 submitted in 2015. Continue Reading →

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