The Apple 2019 annual meeting is March 1st. To enhance long-term shareholder value, vote AGAINST directors Levinson and Gore., as well as pay and the auditor. Vote FOR shareholder proposal #4 Proxy Access Amendments and against #5, which aims to set up an ideological litmus test for directors. Continue Reading →
Prison Labor concerns raised again by NorthStar Asset Management won nearly 29% of shareholder votes at Costco Wholesale meeting on January 24, up from almost 5% last year. The proposal asked for enhanced analysis and disclosure on risks related to prison labor in the company’s supply chain. Yes, if you just read that old link from a Change.org survey you saw the Thirteenth Amendment to our Constitution (to abolish slavery) includes the following:
Neither slavery nor involuntary servitude, except as a punishment for crime whereof the party shall have been duly convicted, shall exist within the United States, or any place subject to their jurisdiction. Continue Reading →
Drugs are being priced out of reach. The new web platform, Shareholder Democracy, will enable millions of Americans to “vote” on pending 2019 shareholder resolutions at six pharmaceutical companies. Shareholder Democracy Network and its drug-pricing ballot for stakeholders will be launched during a phone-based news conference at 1 p.m. ET/10 a.m. PT on Tuesday (February 12). Continue Reading →
Participation by every American family in the market and in corporate governance is needed to address growing inequality, sense of powerlessness and slowing growth rate. As long as 84% of corporate stock is owned and controlled by 10% of Americans, corporations will not be trusted; nor should they be. Continue Reading →
Apple Proposal 4
Apple proposal 4 would raise the number of “Shareholder Nominees” eligible to appear in Apple’s proxy materials from 20% of the directors then serving to 20% of the directors then serving or 2, whichever is greater. Apple currently has 8 directors; 20% of 8 rounded down to the nearest whole number is 1. A single shareholder nominated and elected director could be easily isolated and ineffective. They might not even be able to get a second on a motion in a board meeting to discuss important topics. Continue Reading →
American values were recognized as at risk in 1932 when Adolf Berle and Gardiner Means argued that with dispersed shareholders, ownership has been separated from their control. (The Modern Corporation and Private Property) Ironically, concentration of equities under the umbrella of three or four indexed funds presents an opportunity to end that divide and make companies better reflect American values by being more accountable to their beneficial owners. Accomplishing that goal depends on transparent governance, such as proxy voting, and fostering real dialogue on the issues faced by corporations and investors. As I have argued, real-time disclosure of proxy votes could drive these huge funds to compete with each other based on not only profits and costs but their governance efforts, as reflected in proxy voting records. Continue Reading →
Franklin Resources 2019 annual meeting is 2/12/2019. Shareholder rights are under attack. Vote AGAINST Barker, Johnson, Pigott, Stein, and Waugh, as well as the auditor. Most important, vote AGAINST the Board’s attempted Ratification of a Substitute Special Meeting Amendment. Shields up! Vote to protect shareholder rights and enhance long-term shareholder value. Continue Reading →
Say.com goes live to help small shareholders have a greater voice in how the companies they’re invested in are run. Say facilitates proxy voting for shareholders who invest at the broker-dealers it is partnered with and also is creating new products for all shareholders to engage with companies, regardless of where they invest. Continue Reading →
Real-time proxy voting disclosure by big funds could drive competition for investments from individual investors and smaller institutional investors with few resources for proxy analysis. Such disclosures would also go a long way in solving problems raised by Delaware Supreme Court Chief Justice Leo E. Strine, Lucian Bebchuk, and the Main Street Investors Coalition regarding potential conflicts of interest and/or under/over investment in ESG analysis and advocacy. The cost of real-time proxy voting disclosure would be minimal and may actually save funds money currently spent converting voting files to pdfs.
Real-time disclosure would help customers compare voting records and could drive competition among big funds to vote the predominant values of their customers. For ease of use, Compare CalSTRS’ sortable real-time disclosures with those of State Street Institutional Investment Trust. [Graphic above from Pensions & Investments article, No excuse for fiduciary ignorance, 2/19/2018] 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. I originally posted in September. A January 2019 Addendum has now been added below.
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.
Addendum: John Hale of Morningstar (Responses to CalSTRS/Walden letter)
In August of 2018, investors led by the California State Teachers’ Retirement System (CalSTRS) and Walden Asset Management called on the 45 companies sitting on the Executive Committee and Board of the National Association of Manufacturers (NAM) to distance themselves from the Main Street Investors Coalition project and its objectives.
Of the companies contacted, Microsoft and Intel quickly said they would distance themselves from NAM on this issue. According to an August 14, 2018 letter from Fred Humphries, Corporate Vice President, U.S. Government Affairs at Microsoft:
“I’ve written to the CEO of NAM Jay Timmons to share our long experience with the positive value of shareholder engagement and to encourage NAM to consider this perspective.”
“[W]e do understand your concerns with aspects of recent MSIC statements and the NAM sponsored report ‘Political, environmental, and social shareholder proposals: do they create or destroy value?’, including language that frames issues addressed by ESG-related shareholder proposals as ‘politically charged’ instead of within the context of how these issues can impact shareholder value. We intend to share our perspective on the value of constructive ongoing investor-company engagement.
“We will continue to take action to advance corporate responsibility practices, improved transparency and climate change strategies, and engage with our stockholders as a key part of Intel’s and our Board’s corporate governance commitment.”
Good for Microsoft and Intel.
The other responses were less supportive. ConocoPhillips’ letter noted that it does have issues with the current shareholder-resolution process, but added this is not a “priority issue,” It doesn’t necessarily support every position taken by a trade association of which it is a member.
“ConocoPhillips recognizes the value of stockholder proposals, as well as the costs and burden of responding to formal stockholder resolutions. The Company wants to preserve stockholders’ access, but that does not imply that the current system for filing stockholder proposals could not be improved. While not currently a priority issue for the company, we are interested in an open dialogue on the topic, including ideas on criteria for reintroduction of stockholder resolutions which had previously been voted upon without passing.
“Our participation with a trade association does not imply that we are aligned on all issues; however, it does provide a seat at the table… . Our association membership should not be interpreted as a direct endorsement of the entire range of activities or positions undertaken by such trade associations.”
Cummins, Lockheed Martin, and Pfizer responded with general statements touting their shareholder engagement policies and activities, prompting this reply (to Pfizer) from Walden Asset Management:
“In our letter we raised a specific governance issue, specifically Pfizer’s role as a Board member of NAM. We also understand that Pfizer is a member of the Business Roundtable. Both organizations have chosen to lead aggressive attacks against shareholder rights and the ability to file resolutions.
“We are concerned that your dues and good reputation are being used in this campaign. We therefore appealed to Pfizer to state your own company position and agreement or disagreement with the NAM initiative. We are not asking Pfizer to disengage from the Buisness Roundtable or NAM, but to use your role as a responsible board member to address this issue and state that you do not believe these campaigns are in the best interests of companies that serve on their Board.
“We are aware that Pfizer has a long history of communication with trade associations, whether it be the U.S. Chamber of Commerce or ALEC. Thus, as our letter articulates, we are asking Pfizer to urge NAM to end their attacks on shareholder rights.”
The silence from most companies speaks volumes. Despite their stated support for shareholder engagement, they actually are supporting efforts to curtail shareholder rights. It is easier to hide behind NAM of the Main Street Investors Coalition than to be on the front lines as an individual company. Even if a company does not support NAM’s position in this case, NAM’s influence could come in handy on any number of other issues in the future. Hence, companies want to be members in good standing.
The third possibility is that a lot of member companies simply may not have been paying much attention to NAM’s attacks on shareholder rights. Groups like NAM operate with considerable autonomy from their membership, except during times when a major issue galvanizes the membership to demand action. At other times, a trade group may conjure up issues on its own that it believes its membership supports as part of an ongoing agenda that conveys to members that the group is actually doing the work that justifies its membership fees.
Great work by Walden Asset Management and CalSTRS in raising this issue with NAM members and pressing them to take action.
*I get the distinction between an actual lobbyist specifically hired by a corporation to pursue its unique interests in Washington and “trade associations”, which are pressure groups that advocate more generally, but all are part of the swamp.
Main Street Investors: Conclusion
The Main Street Investors Coalition fights a rear-guard battle. Yes, they can fund surveys that find most people invest primarily to earn money, not to have a social impact. However, people often invest with multiple objectives in mind. Not all their reasons are financial.
The Coalition tries to convince the public the only legitimate reason to own equities is for the highest financial gain, regardless of social or environmental consequences. They encourage investors to take a purely instrumental view of others and the natural world. What’s in it for me? Take, take, take without reciprocity.
Economics and politics suffer not from too much moral argument, but too little. Both fail to engage the big questions people care about. Winning in life is NOT dying with the most toys. We can neither empathize with others nor persuade them by sweeping our values or theirs under the rug. Finding shared norms requires moral imagination, exploration and dialogue, both as economic agents and citizens.
As Jessie Norman concludes in his book, Adam Smith: Father of Economics,
Economics itself needs to own up to its limitations… it has long been overly preoccupied with its own models rather than with the real-world phenomena they are supposed to represent… It encourages politicians to persist in the responsibility-abrogating technocratic fantasy that economics trumps politics and can itself solve issues of justice, fairness and social welfare… There can be no such thing as value-free economics.
There can also be no such thing as value-free investing. Both the modern democratic state and the modern evolving corporation depend on mutual moral obligation. For the center to hold, common values must be created through open dialogue and democratic elections, not by a few unaccountable individuals hidden in the shadows controlling companies like Wal-Mart, Koch Industries, Alphabet, or Facebook. See Recommendation of the Investor Advisory Committee: Dual Class and Other Entrenching Governance Structures in Public Companies. Both the purpose of the state and corporations must be discussed openly to create shared cultural values.
Like the Trump administration, the Main Street Investors Coalition seeks to win over public opinion, not through moral argument but largely through fake news and bluster. Hopefully, the Coalition’s campaign itself will open eyes to the need for wider participation in corporate governance by real Main Street investors, or as SEC Chairman Clayton calls them, Mr. and Ms. 401(k).
What follows are quick takes, with many incomplete sentences, from the recent Directors Forum 2019 held in San Diego. These are highlights from the notes of one participant, from my perspective as a shareholder advocate. If you attended, I am sure you have different takeaways. Please share them as comments. Like all Directors Forums, this one operated under the Chatham House Rule, so you will find no direct quotes. I am not even including names, although you can find them in the Agenda. Additionally, because of that restriction I do not report below on any of the featured speakers. Believe me, they were all fascinating and informative.
To learn more about Directors Forum 2019, click on the following: #directorsforum2019 @cordirforum on Twitter, website, and Linkedin. The tweets from Directors Forum 2019 could be the most comprehensive point-by-point reporting I have seen from any conference.
While Directors Forum 2019 had great speakers and panels, the primary benefit for me and many others, cames from the informal side conversations as we rekindle old friendships and begin new ones. For example, I got tips on how to increase turnout in campaigns to overturn supermajority requirements where management endorses. I also learned what funds might be most receptive to announcing their votes in advance of public meetings. That will be important in getting retail shareholders to vote going forward. Continue Reading →
The second annual Board Governance Research report on Women on Boards of Companies Headquartered in California examines the current state of board gender diversity. California made history in 2018 by becoming the first state in the U.S. to require that public companies headquartered in the state have women on their boards. Last year’s report was cited in the text of SB 826, the new law requiring women on boards of companies headquartered in California and has elevated the conversation regarding gender diversity on corporate boards across the country. Continue Reading →
Jill Fisch, et al. addresses a central myth around index funds and investors in Passive Investors (June 29, 2018). Her research has implications applicable to recent analysis and recommendations by Delaware Supreme Court Chief Justice Leo E. Strine Jr., Professor Lucian Bebchuk and others. The following is the central highlight:
Our key insight is that although index funds are locked into their investments, their investors are not. Like all mutual fund shareholders, investors in index funds can exit at any time by selling their shares and receiving the net asset value of their ownership interest. This exit option causes mutual funds – active and passive – to compete for investors both on price and performance. While the conventional view focuses on the competition between passive funds tracking the same index, our analysis suggests that passive funds also compete against active funds. Passive fund sponsors therefore have an incentive to take measures to neutralize the comparative advantage enjoyed by active funds, that is, their ability to use their investment discretion to generate alpha. Because they cannot compete by exiting underperforming companies, passive investors must compete by using “voice” to prevent asset outflow.
In the case of Strine’s concerns with political contributions, use of “voice” would be voting in favor of measures requiring shareholder approval or at least transparency of political contributions. While Strine’s paper was based on actual behavior, Fisch points to potential, if funds operate logically. The potential for “voice” to ensure competitiveness with active investors also addresses, at least in part, some of Bebchuk’s concerns.
Fisch also points out in another paper (Shareholder Collaboration) that passive investors are increasingly engaged in information production of their own, not “just as ‘reticent’ supporters of initiatives undertaken by activist hedge funds.” Because of their size, huge passive index funds often cast deciding votes. Because of their market-wide focus, they often have information the firm insiders do not have. In many cases the potential rewards for index funds can be disproportionately high, compared to their investment in time, since they typically hold a significant portion of the outstanding stock at most large firms.
Fiduciary obligations are complicated. “Mutual funds’ fiduciary duties require them to vote in a manner that benefits their investors, not each company that they hold in their portfolio.” (Passive Investors) For example, holding both target and bidder might lead to a different vote than holding only one.
Most troubling was the following:
Delaware law provides shareholders with the right to vote their shares as they see fit and does not impose any obligation on shareholders to vote unselfishly or to further the economic interests of the corporation. [See, e.g., Ringling Bros.-Barnum & Bailey Combined Shows, Inc. v. Ringling, 53 A.2d 441, 447 (Del. 1947) (“Generally speaking, a shareholder may exercise wide liberality of judgment in the matter of voting, and it is not objectionable that his motives may be for personal profit, or determined by whims or caprice, so long as he violates no duty owed his fellow shareholders.”).]
Given that funds operate within such a weak standard, it is important that individuals, the real Main Street investors in index funds, have ready access to voting records in an easily compared format. Keith L. Johnson, et al., point out the importance of fiduciaries conducting “congruity analyses of proxy votes” with public statements statements by delegated fund managers.
As an example of how such potential inconsistencies might present, BlackRock states in its Investment Stewardship 2018 Annual Report, “During our direct engagements with companies, we address the issues covered by any shareholder proposals that we believe to be material to the long-term value of that company. Where management demonstrates a willingness to address the material issues raised, and we believe progress is being made, we will generally support the company and vote against the shareholder proposal.” (Emphasis added.)
On the surface, this stated practice of voting against shareholder resolutions that have been determined to be in the best interests of the company suggests there is a preference for supporting management over the interests of clients in improving company performance as soon as practical. The resulting disconnect between value creation and proxy voting sends mixed signals to clients, the company and the marketplace. It could have the practical effect of giving companies more room to ignore or delay value enhancing actions.
Fisch argues that index fund investors can switch and some can. However, many employer sponsored 401(k) and other plans provide few choices. Main Street investors are often, as Strine notes, “forced capitalists.” If their 401(k) plan administrators take little or no initiative to investigate potential conflicts or breaches of fiduciary duty, how would they know? Like index funds themselves, the only tool “forced capitalists” might have is “voice.” However, like index funds, they need information before they can voice concerns.
Under the current system, proxy votes only need to be disclosed once a year and can be in a format that makes sorting and analysis difficult. More frequent, transparent and user friendly proxy voting records would make it easier for employees to argue for investment options better aligned with value creation. Such information would also make it more difficult for employers to ignore their fiduciary duties.
Real-time, or close to real-time, proxy voting disclosures using an internet window into each fund’s existing proxy voting platform would facilitate the ability of Main Street investors, the beneficial owners, to hold companies accountable through the complex chain of ownership. Several public pension and “socially responsibe” mutual funds have made such disclosures for many years. (See an incomplete list in our Shareowner Action Handbook.)
I will address more of the rationale and benefits of “real-time” disclosure in an upcoming post. Check back or subscribe to email notifications.
Lucian Bebchuk has given more thought to the issues surrounding the Big Three Index Funds than other researchers. He and Scott Hirst recently provide a “comprehensive theoretical, empirical, and policy analysis of index fund stewardship.” Reference also Strine: Big 4 Responsible to “Forced Capitalists,” as well as The Untenable Case for Keeping Investors in the Dark by Bebchuk, et al. as we examine further strategies to make large investors work more effectively for those who use their services. Continue Reading →
The CII Research and Education Fund (CII-REF), a Council of Institutional Investors (CII) subsidiary, issued a Guide to Disclosure of Board Evaluation Processes highlighting best practices. Continue Reading →
In a recent paper, Delaware Supreme Court Chief Justice Leo E. Strine Jr. excoriates the Big 4 mutual fund families for voting against shareholder proposals seeking transparency for political contributions. His recommended action is radical. I offer a more moderate strategy. Continue Reading →
Fitch Ratings today announced the launch of a new integrated scoring system that shows how environmental, social and governance (ESG) factors impact individual credit rating decisions. On one side, the Main Street Investors Coalition 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.
Perhaps the new ESG Relevance Scores from Fitch Ratings will help bridge the gap. Unlike ESG ratings developed by others, Fitch displays both the relevance and materiality of ESG elements to the rating decision. They are sector-based and entity-specific. Continue Reading →
Do the Opposite was funny in the sitcom Seinfeld but not so funny when Franklin Resources does the opposite of shareholder proposals. In fact, doing the opposite threatens the existence of even the facade of democratic corporate governance, alive since 1947 with the legal right of shareholders to file and vote on proposals. Continue Reading →
We added G. Fleck Board Service, a recruiting service, to our Links+ page under our Boards and Officers heading. Their free subscription services will help keep you posted on director, CEO, CFO, and General Counsel movements. Continue Reading →
Global Proxy Watch (GPW) is terrific publication by Stephen Davis and Aaron Bernstein aimed at the corporate governance industrial complex. I read every word of every issue. It only runs a couple of pages, but it is jammed packed with news that cannot be found elsewhere. Here’s one article that took up about 1/4 of the December 21, 2018 edition (not what is shown in image above). Continue Reading →
Thanks to Scott Hirst‘s articles and papers on the subject, I can borrow his catchy label for one of biggest current problems in corporate governance. Frozen charters are supermajority provisions that are impossible to repeal. He appears to attribute that to the 2012 change by the New York Stock Exchange (NYSE), which changed its policies to prohibit brokers from voting uninstructed shares on corporate governance proposals. I would lay a larger share of the blame on founders who wrote the frozen charters to forever retain a large degree of control. Regardless of who is to blame, frozen charters are a problem that needs fixed. Managers, boards, shareholders, Republicans and Democrats should all be able agree on a solution. Continue Reading →
Last week the Washington Post reported on Major League Baseball’s embarrassment and backtracking over its political contributions to Congressman Jason Lewis (R). According to the Post, Lewis had lamented the fact white Americans are not reproducing at the same rate as Latinos. He suggested abolishing slavery was an overreach by the federal government. He said female voters who care about abortion and same-sex marriage are “nonthinking.” The Congressman has a long history of racist and misogynistic remarks. Continue Reading →
A statement in support of the Paris Agreement and the Task Force on Climate-related Financial Disclosure (TCFD) was signed by 288 investors with more than USD $26 trillion in assets. Continue Reading →
I just registered and booked for Directors Forum 2019. San Diego is a great place to be in January. The 14th annual Forum promises to be the best yet. Will you join us this year? Check out the agenda. Photos from the 2018 event. Here are a couple of my posts from last year’s Forum. Continue Reading →
The Cisco Systems 2018 annual meeting is December 12th. To enhance long-term shareholder value, vote AGAINST directors Arway, Desroches, Grauer and Thiry, as well as pay and the auditor. Vote FOR shareholder proposals to split chair and CEO and to Deduct Impact of Stock Buybacks from Executive Pay. CorpGov.net is an independent source for information about shareholder rights by real Main Street Investors, not sock puppets. Continue Reading →
The Guidewire Software 2018 annual meeting is December 6th. Vote AGAINST ratifying the auditor and pay. Vote FOR our proposal to declassify the board to enhance long-term shareholder value. Continue Reading →
Support for corporate political disclosure sponsored by the Center for Political Accountability’s resolution jumped among the largest mutual funds in 2018. An analysis by Fund Votes found support moved to 53%, up from 45% in 2017. This 8% increase was the largest since CPA began tracking institutional investor votes on its resolution in 2008. Continue Reading →
Final comment letter to the SEC on Shareholder Proposals, re File Number 4-725, including 11 recommendations highlighted on bold. Thanks to several readers for their excellent suggestions for improvement. See prior post: SEC Proxy Process Video 11-15-2018
The following is a letter I sent to the SEC-IAC regarding their upcoming 12/13 Discussion Regarding Disclosures on ESG Topics. These recommendations overlap with my comments at the SEC Proxy Process Roundtable and re File Number 4-725. Some of the recommendations are slightly tangential to the Upcoming 12/13 Discussion Regarding Disclosures on ESG Topics. However, my hope is to at least plant seeds, since the Commission has to respond in writing to recommendations made by the SEC, whereas comments to the Commission can be ignored.
Continue Reading →
SEC Proxy Process Video: November 15, 2018
In the interest of documenting important events in corporate governance, I am here bookmarking the SEC Proxy Process Video from November 15, 2018, for future reference. Read transcript by downloading the following pdf: SEC TranscriptShareholderProposalsRoundtable. (full day)