SB 826 requires specified California-based public corporations to include women directors on their board. Sidley Austin LLP put out a bulletin on the topic. To ensure it receives widespread circulation, I am reproducing its main text below, with one minor change to break up an absurdly long sentence. Continue Reading →
Author Archive | James McRitchie
David Webber was interviewed by Doug Chia recently. I previously reviewed Webber’s book elsewhere, Working-Class Shareholder: Review Essay, which included links to several interviews. However, Doug Chia’s interview of David Weber is exceptionally good, worth viewing. Douglas (Doug) Chia is executive director of the Governance Center for The Conference Board. Continue Reading →
Protect the Voice of Shareholders is the name of a new website created by Institutional Shareholders Services (ISS) and the Council of Institutional Investors (CII). The educational website supports the current system, where institutional investors pay for and receive independent research and voting recommendations from proxy advisory firms for the public corporations in which they are owners. Continue Reading →
2018 CPA-Zicklin Index shows gradual improvement. Public corporations embracing disclosure and accountability of their political spending hold fast despite countervailing pressures from Washington. Continue Reading →
The battle over Main Street Investors could determine the future of the American economy for decades to come. According to Cydney Posner of Cooley PubCo, on one side are those who believe investors must focus on maximizing financial return and management knows best. On the other side are those who want to broaden the focus of investors to include environmental, social and governance (ESG) issues, with everyone participating in the debate. Continue Reading →
The Securities and Exchange Commission announced today that Elon Musk, CEO and Chairman of Silicon Valley-based Tesla, Inc., has agreed to settle the securities fraud charge brought by the SEC against him last week. Musk has done with his tweets what shareholders have been unable to do. This year a proposal to require an independent board chairman won only 16% of the votes. See Tesla 2018 Proxy Decisions Crucial. Maybe we will now get traction on other issues as well. Continue Reading →
The reputations of Marcie Frost and CalPERS are under a cloud, given the circumstances of her hiring, alleged evidence and news reports. See Continue Reading →
The seventh annual IRRCi deadline for submissions draws near. The Investor Responsibility Research Center Institute (IRRCi) is accepting submissions for its seventh annual competition for research that examines the interaction between the real economy and investment theory. Continue Reading →
Judicial Independence: Conflicts of Interest was the primary focus of last week’s first Rock Center / SVDX program of the academic year. It was titled Condos on Lanai, Private Planes, and Electric Cars: Judicial Views of Purported Conflicts Among Silicon Valley Director. Continue Reading →
EllieMae Declassified Board. 8-K filing mentions the Board’s 2018 proposal but fails to mention my shareholder proposal in 2017, which won 87% of the vote and drove the Board’s 2018 proposal. Unfortunately, I am not as good at following up on implementation as I should be. This was brought to my attention thanks to a diligent reader. Below is my writeup that led to the EllieMae declassified board. Continue Reading →
The FedEx 2018 annual meeting is September 24th. Vote AGAINST John A. Edwardson, Paul S. Walsh, Marvin R. Ellison, John C. (“Chris”) Inglis, Shirley Ann Jackson and Susan C. Schwabas, as well as the pay package. Vote FOR all three shareholder proposals. Continue Reading →
Dark money risk is highlighted in recent fine. State Farm agreed to a $250 million settlement last week for $4 million in contributions it allegedly steered through conduits to Illinois State Supreme Court candidate Lloyd Karmeier. Where is the outrage over dark money?
Said Bruce Freed, president of the Center for Political Accountability (CPA).
This case should be a wake-up call to companies of the high price they can pay when they try to hide their political spending, At a time when companies are under heightened pressure to give through secretive non-profits and trade associations, political transparency and accountability are critical for protecting their reputation and treasury.
It should also alert journalists to the need to pay much greater attention to ‘dark money’ that is flooding this year’s state and federal elections.
Shareholder Collaboration is a new ECGI working paper by Jill Fisch and Simone M. Sepe. Fisch is one of my favorite researchers, being insightful and less predictable than many of those in the primary academic hubs of corporate governance (Harvard, Stanford, and Delaware). In Shareholder Collaboration, the authors discuss the growing importance of a collaborative model, in contrast to models based on management power or shareholder power. (download paper in pdf) Continue Reading →
NAM Board Targeted
Investors led by Walden Asset Management, New York Common and the California State Teachers’ Retirement System (CalSTRS) called on 45 companies sitting on the Executive Committee and Board of the National Association of Manufacturers (NAM) to end the trade association’s attacks on shareholders.
The investors’ letter asks the companies to distance themselves from NAM’s recent attempts to discredit shareholder engagement, particularly on climate change. These efforts have been undertaken primarily through NAM’s membership in the Main Street Investors Coalition (MSIC) and through a report NAM funded and distributed that wrongly asserts that shareholder resolutions diminish company value. MSIC represents no investors. In my opinion, it is a front group for corporate managers attempting to generate fake news, stirring public opinion against investor rights.
Quotables on NAM
“The irony is that many companies on the NAM board are active business leaders on climate change,” said Timothy Smith, Director of ESG Shareowner Engagement at Walden Asset Management.
They understand the very real risk to our environment and have active forward-looking policies and programs on climate. Yet their dues to NAM are funding an aggressive attack against the very investors they meet with regularly to address climate change. We are appealing to these companies to clearly state their opposition to these positions taken by NAM and Main Street Investors Coalition. It is important to do so to protect their company reputations and integrity.
“Environmental risk consideration is part of the evolution of investing. Whether a retail or institutional investor, assessing the risks of investments is a standard practice,” said CalSTRS Portfolio Manager in Corporate Governance Aeisha Mastagni.
NAM appears out of touch with its own constituents. Over the last decade more than 75 percent of the environmental-related proposals CalSTRS filed were withdrawn because the companies were willing to negotiate a mutually agreeable outcome.
The Letter’s Key Paragraph
The MSIC perpetuates the myth that incorporating environmental, social and governance (“ESG”) factors inherently conflicts with protecting and advancing shareholder value. However, the 1,200 members of the United Nations-backed Principles for Responsible Investment – including Fidelity, BlackRock, Vanguard and State Street – with over $70 trillion in assets under management, have committed to consider ESG issues in the investment decision-making process since these factors may affect shareholder value. There is ample evidence that incorporating ESG issues into investment decisions is part of responsible management as a fiduciary. Moreover, hundreds of global companies demonstrate leadership and transparency on sustainability issues. These companies’ action are not guided by “political and social interests” but by what is good for their investors and stakeholders over the long term.
NAM is a trade organization that represents and advocates for manufacturers across industrial sectors. Many NAM members are taking active steps on climate issues as a result of shareholder engagement. Nevertheless, NAM has established significant ties to MSIC, which purports to speak for investors, but which instead appears to be engaged in an attempt to undermine shareholders’ rights by denouncing ESG-related shareholder proposals and by suggesting shareholders’ concerns are politically motivated.
Why NAM is Attacking Shareholders Now
The investor letter noted that, “The emergence of MSIC and the release of this report come at a time when investor support for shareholder proposals is growing” because the “business case behind them is clear and convincing.” The signatories requested that the companies explain their views on MSIC’s public attempts to discredit investor engagement and shareholder proposals.
Over 80 institutional investors, including state and city pension funds, investor trade associations, investment firms and mutual funds, foundations and religious investors added their organization’s names in support of the letter.
Investors are actively engaging companies in their portfolios as concerns over climate risk grow. Most recently, investors representing approximately $30 trillion urged some 150 companies to reduce their greenhouse gas emissions, disclose their assessment of climate risks, and explain what actions they plan in response to climate risk.
Investors like BlackRock, Vanguard and State Street have made it clear that they want the companies in which they own shares to address climate risk.
“It is extremely bad timing for NAM and by implication the members of its board to be attacking investors addressing climate change at a moment when we desperately need to work together,” said Smith.
Since I am older than most of my readers, I offer the following historical perspective. The investor letter sent to the Executive Committee and Board NAM is correct in assuming that shareholder rights are under attack because their proposals are winning. The current fight on climate change and social issues reminds me of an older one on proxy access. In 1977 the SEC held a number of hearings to address corporate scandals. At that time, the Business Roundtable (BRT) recommended amendments to Rule 14a-8 that would allow access proposals, noting such amendments
… would do no more than allow the establishment of machinery to enable shareholders to exercise rights acknowledged to exist under state law.
The right to pursue proxy access at any given company was uncontroversial. In 1980 Unicare Services included a proposal to allow any three shareowners to nominate and place candidates on the proxy. Shareowners at Mobil proposed a “reasonable number,” while those at Union Oil proposed a threshold of “500 or more shareholders” to place nominees on corporate proxies.
One company argued that placing a minimum threshold on access would discriminate “in favor of large stockholders and to the detriment of small stockholders,” violating equal treatment principles. CalPERS participated in the movement, submitting a proposal in 1988 but withdrawing it when Texaco agreed to include their nominee.
Early attempts to win proxy access through shareowner resolutions met with the same fate as most resolutions in those days – they failed. But the tides of change turned. A 1987 proposal by Lewis Gilbert to allow shareowners to ratify the choice of auditors won a majority vote at Chock Full of O’Nuts Corporation and in 1988 Richard Foley’s proposal to redeem a poison pill won a majority vote at the Santa Fe Southern Pacific Corporation.
In 1990, without public discussion or a rule change, the SEC began issuing a series of no-action letters on proxy access proposals. The SEC’s about-face was prompted by fear that “private ordering,” through shareowner proposals was about to begin in earnest. It took more than 20 years of struggle to win back the right to file proxy access proposals.
Let’s hope the current attack on shareholder rights by NAM and the fake Main Street Investors Coalition does not set investor rights back by another 20 years.
In June I submitted a proposal to WDFC to allow special meetings.
WDFC to Allow Special Meetings: The Proposal
Provide Right to Call Special Shareholder Meeting
RESOLVED: The shareholders of WD-40 Company (‘WDFC’ or ‘Company’) hereby request the Board of Directors take the steps necessary to amend our bylaws and each appropriate governing document to give holders with an aggregate of 15% net long of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board’s current power to call a special meeting. Continue Reading →
The Securities and Exchange Commission today announced the agenda for the September 13th meeting of its Investor Advisory Committee (SEC-IAC). The meeting will begin at 9:00 a.m. in the Multipurpose Room at SEC headquarters at 100 F Street, NE, Washington, D.C., and is open to the public. The meeting will be webcast live and archived on the committee’s website for later viewing. The committee will hold panel discussions with outside speakers on two topics. These topics, especially the first, take on increased importance as Trump Administration appointment fill out the SEC and as the SEC seeks input on its strategic plan. Continue Reading →
“Impact investing” – financial investments designed to generate a measurable, positive impact on society, while also providing potential returns – is growing in popularity, according to new research conducted by American Century Investments. The “appeal” of impact investing reached 49% among 2018 survey participants, compared to 38% in 2016. At 56%, Millennials find impact investing most appealing, followed by Gen Xers and Baby Boomers at 52% and 44%, respectively. Continue Reading →
The deceptive title of a recent op-ed in the Wall Street Journal would not keep politics out of the boardroom. Instead, the recommendations would deny shareholders the right to request boards disclose those politics, in addition to denying many other long-standing rights. Read the op-ed and weep that such trash gets published in the Journal.
This is my response to the 7/18/2018 op-ed “Keep Politics Out of the Boardroom” by Phil Gramm and Mike Solon. I waited before publishing this, in case WSJ chose to publish my rebuttal. They did not. Continue Reading →
In a tweet this morning, President Trump said he had asked the Securities and Exchange Commission (SEC) to study changing required financial reporting for public companies from a quarterly system to reporting every six months.
The Council of Institutional Investors (CII) believes that public companies should continue to report quarterly on their financial performance. Said Amy Borrus, CII’s deputy director; Continue Reading →
Microcap Board Governance, a study conducted by Board Governance Research LLC commissioned by the Investor Responsibility Research Center Institute (IRRCi), examines microcap board governance at 160 companies. That represents about ten percent of all companies with less than $300 million in market capitalization traded on major U.S. stock exchanges. Continue Reading →
WBA Stock Buyback Proposal is my latest submission in an attempt to address CEO pay and long-term performance. As mentioned previously (Stock Buyback: Shareholder Initiative) this is a new type of proposal for me. I welcomed feedback from readers and certainly got it. The wording of this proposal is substantially better, thanks to your many suggestions! Continue Reading →
An updated 2018 AFL-CIO Key Votes Survey form is now available for completion by investment managers. Please note that the previously announced vote at Amazon will not be included in the 2018 AFL-CIO Key Votes Survey as the proposal was withdrawn before the annual meeting. The survey form can be downloaded as an Adobe Acrobat PDF file here: Continue Reading →
For far too long, labor and its progressive sympathizers have sought to transform the market from outside the market: from courts, from legislatures, from regulators, from street protests, from strikes. These tools are important. But ultimately, it is not possible to transform the market from the outside. It must be transformed from within. (xiv)
Those sentences, early in the book, had me hooked. As a sociologist, I have long recognized corporations as the most powerful force in American life. I have tried to influence corporations through legislation, regulations, boycotts and protests. My most fruitful results have been from “inside,” as a shareholder advocate. While I am not sure more democratic corporate governance is labor’s ‘last’ or even its ‘best’ weapon, it is certainly an underutilized tool.
Thomas Piketty found investment income accelerates at a faster pace than wages. To address that issue, we need many more participants in capitalism (A Nation of Small Shareholders: Review Essay). Second, we need to bring our full values to investing and be concerned with wealth inequality, climate change, diversity, etc. Investing must become social investing. We need to anticipate how our investments, including how we monitor and shape those investments as owners, impacts society and the environment. Helping more people investors and heightening their awareness of environmental, social and governance (ESG) issues is necessary, if we are to create a salubrious economy.
The Rise of the Working-Class Shareholder argues funds are not legally required “to ignore the overall economic impact of a fund’s investment on workers in the name of maximizing returns.” (36) Trustees should “consider workers’ economic interests beyond just maximizing the returns to the fund.” (37) “Trustees should broaden their economic perspective beyond blindly maximizing returns that can undermine their own workers’ economic interests in their investments.” (39) A more holistic view of workers’ economic interests can actually lead to higher returns, as many have shown.
I would go further. We need a more radical departure from what is typically defined as fiduciary duty. The prudent man standard of ERISA (Employee Retirement Income Security Act of 1974) is a “lemmings rule” because it requires fiduciaries to act like other fiduciaries. If most fiduciaries are investing in something that is highly profitable but will soon make earth uninhabitable, many believe the prudent man standard dictates all trustees must follow. Yet, even lemmings are not that dumb. Mass suicide was not nature but a Disney invention. Fiduciaries should focus on long-term sustainable growth.
In 1994 the 3rd Restatement of Trust Law drafted by the National Conference of Commissioners on Uniform State Laws set out a list of usual considerations for meeting the Standard of Care, such as economic conditions, tax consequences, expected total return, needs for liquidity, etc. One interesting consideration that needs more attention was the following:
an asset’s special relationship or special value, if any, to the purposes of the trust or to one or more of the beneficiaries.
What “special value” does any specific investment have to one or more of the beneficiaries? Yes, fiduciaries must pay close attention to the money but they should also consider other potential benefits that beneficiaries are known to value, such as clean air, clean water, affordable housing, a healthy planet and economy, etc.
When Norway required public boards to have 40% or more of each gender the initiative was not justified on the basis of expected higher returns because of more diverse boards. The focus was on societal needs for justice, democracy, participation, equality and human rights. Fiduciaries in America need to push the envelope. We are not Homo Economicus.
Webber’s The Rise of the Working-Class Shareholder is full of interesting bits of recent history, such as campaigns by CaPERS, AFSCME, NYC, SEIU, AFL-CIO and other union-related funds. That is the bulk of the book, with many lessons learned by labor leaders. Readers can learn much from the book on what works and what does not. The discussion of hedge funds may be particularly instructive to many, as will the discussion of the ugly push for conversion of defined benefit plans to defined contribution plans. (See Making Corporate Governance Decisions that Work for Whom? under the heading “CalPERS Under Attack.”)
The Rise of the Working-Class Shareholder: A Quibble
The Rise of the Working-Class Shareholder asserts, “in many respects, the D.C. Circuit’s overreaching opinion had the perverse effect of strengthening proxy access rights” (74) because shareholders have won such rights in the marketplace. However, although proxy access rights have become the norm at most companies in the S&P 500, those rights have not filtered down to most mid- and small-cap companies where boards tend to be less independent and shareholder rights more fragile.
Additionally, most proxy access bylaw provisions limit access to groups of twenty shareholders or less. The Council of Institutional Investors (CII) found that limitation prohibitive for their members… and those members hold more than $3 trillion in assets. The only funds that can use proxy access, in most cases, are huge funds like BlackRock, Vanguard, Fidelity, UBS and State Street, with assets of over $20 trillion. BlackRock, Vanguard, and State Street alone constitute the largest shareholder in at least 88% of S&P 500 firms. These funds have never filed a shareholder proposal. They are unlikely to invoke proxy access. Doing so takes more effort and these funds compete on the basis of low costs. Proxy access has never been used. That is likely to remain so for the foreseeable future.
I am not against proxy access. CII credited my petition to the SEC for re-energizing the debate over proxy access. (See Equal Access – What Is It?) I have also filed dozens of proxy access proposals. However, “industry standard” proxy access bylaws provide a pale set of rights on comparison to those rule struck down by the court. The SEC rules had no cap on the number of participants, allowed a higher proportion of boards to be renominated, did not contain a minimal threshold for renomination, etc. The Court’s decision in no way “had the perverse effect of strengthening proxy access rights”
The Rise of the Working-Class Shareholder: Conclusion
Weber has recommendations scattered throughout the book but concludes with the following (highly abbreviated below):
- Protect centrally managed defined-benefit pension plans. There is strength and intelligence in numbers.
- Dump investment managers who do not follow labor’s priorities. Our money should fight for our values, not against them.
- Continue to invest in shareholder activism. It works.
- Support “Secure Choice Pensions” to broaden the base.
- Explore “exit” as a meaningful strategy, especially where shareholder voice is limited. I prefer to frame this not as “exit” but as reducing the number of companies held to induce more in-depth monitoring. The State of Wisconsin Investment Board did this successfully for a time in the last century.
These are excellent recommendations, part of the reason The Rise of the Working-Class Shareholder is getting justified attention. As Webber goes around the country on speaking tours, he is soliciting additional suggestions from working-class people. In that spirit, I suggest the following:
- Labor’s pension funds should combine forces with consumer actions, such as those sponsored by Sum of Us, Change.org, U.S. PIRG, FACT, Consumer Federation of America, Care2.com, etc.
- Labor activists should pressure their pensions and 401(k) funds to announce proxy votes in advance to influence other shareholders. (See examples at ProxyDemocracy.org and more about the problem at Savings Plus: Transparent Proxy Voting Needed.)
- Evaluate and publicize the voting records of all funds. (Fund Votes)
- Ask funds to survey members/investors to determine shared values beyond short-term economic return.
- Support a small securities transactions tax to decrease speculative turnover and market timing, while funding efforts to narrow the wealth gap.
- Engage in a dialog on Reviving the Forgotten American Dream through universal ownership of corporate assets.
Shareholders, acting as shareowners, should be able to demand that corporate directors and fund managers represent their interests as full human beings, not simply as imaginary rent-seeking robots. If that ever happens, future shareholders might spend as much time on corporate governance as they do now on market timing and stock picking.
When that day comes – if that day comes – we will we transform the corporation’s pathological pursuit of profit and power, as pictured in its most vivid form perhaps by Joel Bakan, into fully developed mediating structures that help individuals make our world both more productive but also more salubrious. The rise of working-class shareholders will be central to the success of such efforts. (purchase)
The Rise of the Working-Class Shareholder: Other Resources
- Splinter interview with Weber: The Working Class Has a $3 Trillion Weapon. Are They Willing to Use It?
- The Majority Report w/ Sam Seder interview with Weber.
- Follow David Weber on Twitter.
A Nation of Small Shareholders: Marketing Wall Street after World War II (Studies in Industry and Society) by Janice M. Traflet (link to buy) explains how an ad campaign began to transform American finance. With all the current focus on Main Street investors, A Nation of Small Shareholders could be revisited and transformed to include more Americans in a dynamic capitalism that embraces the values of American citizens. Continue Reading →
Netflix Approach to Governance: Genuine Transparency with the Board (download) by David F. Larcker and Brian Tayan takes a look at one aspect of corporate governance at Netflix and finds “a radically different approach to information sharing” by management with the Board. Shareholders are largely left out of the equation.
Netflix Approach to Governance: Management
Netflix Approach to Governance has the appearance of a balanced look at how management shares information with the Board. There is no suggestion the approach can be widely copied. Says Larker,
I think it would be hard to put this type of system in place at older and more mature organizations. Innovative organizations that want and need the insights from board members can clearly adapt this type of approach. You need a CEO who wants a high level of discussion about strategy, etc., and is open to alternative points of view.
Transparency works at Netflix, at least in part, because CEO Reed Hastings understands board members would not have the confidence to make tough calls unless they have a better understanding of the company.
Transparency is hard to argue against, unless it leads to directors leaking information that reaches competitors. Larcker and Tayan interviewed CEO Reed Hastings and most of the board members. They describe two key features of what they appear to believe is remmanagement transparency.
Board members attend monthly and quarterly senior management meetings as observers. Communications to the board take the shape of approximately 30-page memos that are heavy on analysis and contain links to all relevant data on the company’s internal computer systems. (Another Netflix Disruption: A Transparent Board)
More frequent meetings with senior staff and more information allows Netflix directors to work more effectively, since they are better able to assess strategic developments. It is hard to tell what impact transparency is having on the company but,
Netflix has been enormously successful over the last five years. Revenues have nearly tripled, increasing to $11.69 billion from $4.4 billion at the end of 2013, while the market cap soared to $133 billion from $4.4 billion.
Directors like the approach.
The overall tone Reed has set, really from early days, is around transparency. … There is no editorializing. There’s no censorship.
It’s just a deep desire to hear rational, well-argued pros and cons of any decision.
No censorship and frank discussions between management and board; if other companies are not operating that way, why not? Equally important, why does that approach not carry through to the relationship between shareholders and the board?
Netflix Approach to Governance: Shareholders
Their research, part of the informative Stanford Closer Look Series, begins with the following sentence:
The hallmark of good corporate governance is an independent-minded board of directors to oversee management and represent the interests of shareholders.
The only other significant reference to shareholders comes later in the following sentence:
While fiduciary rules allow directors to rely exclusively on information provided by management, dynamics such as these can reduce the quality of that information and impair their ability to make good decisions on behalf of shareholders.
Even through the law allows directors to rely on what the CEO and other senior executives tell them, directors make better decisions when the company is more transparent – when they can observe meetings further down the chain and have more direct access to company relevant data. Yet, the Netflix approach to governance appears one-sided. Transparency and dialogue are missing when it comes to management and shareholders.
As I pointed out in a recent post, Netflix has repeatedly ignored shareholder votes. (Will Netflix Ignore Stockholders Again?) While proxy proposals are generally precatory, most companies implement those receiving a majority vote and often those that do not. The Netflix approach to governance appears to ignore proxy votes whenever legally possible.
- In 2014 a majority voted to declassify the board and to require a majority vote to elect directors.
- In 2015 similar proposals were voted and won. A majority of shareholders also voted against director Barton, who, although he lost, was up for reelection this year.
- In 2016 a majority of shares were voted in favor of proxy access, reducing supermajority vote requirements, and declassifying the board.
- In 2017 a majority of shares were voted in favor of proxy access, to declassify the board, to require a majority vote for electing directors and to eliminate all supermajority voting requirements. As far as I know, none of those proposals were implemented by the Board.
- In 2018 a majority of shares were voted in favor of the following:
- Reduce Ownership Threshold for Shareholders to Call Special Meeting (57%)
- Adopt Proxy Access Right (58%)
- Provide Right to Act by Written Consent (52%)
- Adopt Simple Majority Vote (85%)
- Amend Bylaws (72%) This was a binding proposal to require directors in uncontested elections to be elected by a majority of shares voted
Given the Netflix approach to governance with regard to shareholders, I expect the only proposal that will be adopted from this year is the binding proposal to require a majority vote in uncontested directors elections. The vote in favor surpassed the bylaw requirement of a two-thirds threshold.
Although I do not question the scholarship of Larcker and Tayan, their discussion of the Netflix approach to governance would benefit from an examination of shareholder relations with the board. We hope that is on their agenda for a closer look.
Netflix Approach to Governance: Other Views
- Netflix Shareholders Again Fail to Change Rules to Elect Board Members by Simple Majority Vote
- Consider Director Conduct at the 2018 Netflix annual meeting when you vote regarding directors in 2019
- Netflix Rejects Claims That Exec Bonuses Hurt Shareholders
- Netflix investors, once again, seek change in proxy access, voting rules
We have an early partial victory at Clorox (CLX). Real victory at Clorox will depend on getting out the vote. Yes, that is the same as what is required for government elections in November if we want change. The Clorox meeting is also expected in November.
High voter turnout is required at Clorox because we seek, now with the Board’s endorsement, to overturn a supermajority provision in the Certificate of Incorporation that requires 80% of the voting power vote FOR repealing supermajority requirements for approval of business combinations. For that provision to be repealed, we need to turn out a huge percentage of shareholders and get the to vote in favor. Following is the “Resolved” portion of our proposal: Continue Reading →
A stock buyback can increase senior executive pay, unrelated to performance. First, stock buybacks increase the value of long-term performance stock options and other forms of equity pay. Second, senior executives sometimes time their own stock sales to take advantage of the bump in price that usually accompanies stock buyback announcements. Such behavior defeats the purpose of incentivizing a long-term focus. To address our concern that performance pay should not be artificially boosted by a stock buyback, I recently submitted a proposal to Cisco Systems and expect to submit similar proposals to other companies.
Last year, I submitted a similar proposal to GE. The updated submission to Cisco Systems adds a provision to address market timing. As always, I welcome suggestions and comments from interested readers. How can such resolutions be improved? What have I missed? Or, if you disagree, why are my concerns unwarranted? Use the comment section below the post or email me. Continue Reading →
SEC Strategic Plan
SEC Strategic Plan focuses on helping “Main Street“make “informed investment decisions.” Little or no attention is paid in the draft Plan to helping us make informed governance decisions. Continue Reading →
Environmental health program manager wanted by my favorite nonprofit, As You Sow. Austin Wilson is leaving for a period of extensive travel. I will certainly miss him and hope when he returns he will find similar employment. Looking to make the world a better place and have the right skills and experience? There is probably no better place you could be working. Official job announcement. Continue Reading →