The “Proxy Access Battlefront” has shifted once again, as reported by Ning Chiu of Davis Polk (The Proxy Access Battlefront for Next Season? SEC Staff Rejects Attempt to Exclude Proxy Access Shareholder Proposal). Chiu’s post captures the trajectory of proxy access amendment efforts. Continue Reading →
Archive | July, 2017
Through a proxy proposal, we asked the Twitter board to study broad-based ownership, such as cooperatives, for lessons to be learned on how to make Twitter both more productive and more democratic.
The proposal won enough votes to be brought back next year. In the meantime, we continue building a campaign and studying broad-based ownership models ourselves. With that backdrop, I was delighted to see commentary in Fortune by Joseph Blasi and Douglas Kruse entitled, Why Don’t Twitter’s Employees and Customers Buy the Company? “Consider why it might actually work,” they argued. Continue Reading →
WD-40 win win is due to a shareholder proposal filed by James McRitchie and directors who want good corporate governance practices. Earlier this week, I reported that Broadridge amended its proxy proxy access bylaws to allow groups of 50 to nominate directors. Now WD-40 has filed bylaws to implement McRitchie’s proposal requesting that uncontested directors be elected only by a majority vote. Continue Reading →
- Increase the number of stockholders that can aggregate their shares to make a proxy access Board nomination from 20 to 50 stockholders,
- Eliminate a requirement to count individual funds within a mutual fund family as separate shareholders for purposes of satisfying the minimum ownership requirements to make a proxy access nomination, and
- Eliminate a requirement that a previously nominated proxy access nominee achieve a specified level of shareholder approval in order to be eligible for re-nomination.
On Thursday 16 March in a statement to Parliament the Secretary of State confirmed that she was intervening in the proposed merger between 21st Century Fox, Inc and Sky plc on the media public interest grounds of plurality and commitment to broadcasting standards. This began the process whereby Ofcom and the Competitions and Markets Authority (CMA) prepared reports on the public interests specified and jurisdictional issues, respectively. Continue Reading →
The Interfaith Center on Corporate Responsibility, a coalition of institutional investors representing $200 billion in invested capital that engage corporations on the environmental and social impacts of their operations, sent a letter yesterday to all U.S. Senators urging them not to pass the Financial CHOICE Act.
The proposed legislation, which passed the House and is currently pending in the Senate, would not only eviscerate critical financial reforms instituted in response to the 2008 financial crash, but would also eliminate the long-standing right of shareholders to exercise their voice regarding the governance of the companies they own. Continue Reading →
Innovations in Cooperative Ownership: Converted and Hybrid Listed Cooperatives (Link), by O.F. van Bekkum and J. Bijman, is one of the more interesting research papers I have read since our proposal for Twitter (TWTR) to study cooperatives won 5% of the vote, making it eligible for resubmission for the 2018 annual meeting. Before we redo the proposal (and perhaps expand its use to other companies), I want to examine the available research. If you lean of other studies, please let me know. For background on the 2017 proposal at Twitter and alternatives, see the following: Continue Reading →
Publisher’s Note: The following guest post from Timothy Smith reproduces a recent investor letter to the BRT (Business Roundtable) concerning the importance of shareholder resolutions. I added title, graphics, changed some of the formatting and added a note about the BRT for background. See also previous posts: Financial CHOICE Act: From too big to fail, to too big to listen and Financial CHOICE Act: Take Action. Download the original letter via pdf.
July 6, 2017
Mr. Joshua Bolton
President and CEO
The Business Roundtable
300 New Jersey Avenue, Suite 800
Washington, DC 20001
Dear Mr. Bolton:
We are writing to express the deep concerns of numerous investors regarding the Business Roundtable’s active campaign to effectively end the ability of most investors to file shareholder resolutions for a vote at corporate annual general meetings. Continue Reading →
Mark Collinson and Elaine Ketchmere of Compass Investor Relations present micro-cap best practices in corporate governance. This is from the webinar, Corporate Governance Best Practices & Communication Strategies, sponsored by OTC Markets Group and Compass Investor Relations. Overall, excellent advice; I did have one nit to pick. Continue Reading →