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Financial Reporting Not Same as Guidance

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 →

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Gender Quotas in California Boardrooms May Pave Way for Diversity

By August 31, 2018, California could become the first state in the nation with gender quotas to mandate publicly held companies that base their operations in the state to have women on their boards. The legislation—SB 826—will require public companies headquartered in California to have a minimum of one female on its board of directors by December 31, 2019. That minimum will be raised to at least two female board members for companies with five directors or at least three female board members for companies with six or more directors by December 31, 2021. Continue Reading →

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Working-Class Shareholder: Review Essay

The Rise of the Working-Class Shareholder: Labor’s Last Best Weapon by David Webber is sure to get readers thinking (purchase).

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):

  1. Protect centrally managed defined-benefit pension plans. There is strength and intelligence in numbers.
  2. Dump investment managers who do not follow labor’s priorities. Our money should fight for our values, not against them.
  3. Continue to invest in shareholder activism. It works.
  4. Support “Secure Choice Pensions” to broaden the base.
  5. 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:

  1. Labor’s pension funds should combine forces with consumer actions, such as those sponsored by Sum of Us,, U.S. PIRG, FACT, Consumer Federation of America,, etc.
  2. Labor activists should pressure their pensions and 401(k) funds to announce proxy votes in advance to influence other shareholders. (See examples at and more about the problem at Savings Plus: Transparent Proxy Voting Needed.)
  3. Evaluate and publicize the voting records of all funds. (Fund Votes)
  4. Ask funds to survey members/investors to determine shared values beyond short-term economic return.
  5. Support a small securities transactions tax to decrease speculative turnover and market timing, while funding efforts to narrow the wealth gap.
  6. 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


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IRRCi Joins Weinberg Center for Corporate Governance

IRRCi has a new home! The Investor Responsibility Research Center Institute (IRRCi) announced that it has selected the John L. Weinberg Center for Corporate Governance (Weinberg Center) at the University of Delaware as its successor organization. The Weinberg Center will receive a grant from IRRCi in excess of $1 million as part of the successor transition.
With these funds, the Weinberg Center will materially expand its environmental, social, corporate governance and capital market research, and also maintain the full IRRCi research library so that more than 75 research reports remain publicly available at no cost. The Weinberg Center also will continue to fund and manage the annual IRRCi Investor Research Award that recognizes outstanding practitioner and academic research.

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A Nation of Small Shareholders: Review Essay

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 →

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Netflix Approach to Governance: One-Sided

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


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Early Partial Victory at Clorox

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 →

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Stock Buyback: Shareholder Initiative

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 →

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Environmental Health Program Manager Wanted

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 →

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Biogen 2018 Proxy Voting Recommendations

The Biogen 2018 annual meeting is June 12. I voted AGAINST several directors and the pay package. Vote FOR the auditor and both shareholder proposals to enhance value.

Biogen Inc. (BIIB) discovers, develops, manufactures, and delivers therapies for the treatment of neurological and neurodegenerative diseases worldwide. Most shareholders do not vote because reading through 80+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why.

If you have read these posts related to my portfolio for the last 22 years, have values aligned with mine, and trust my judgment, go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts.

I voted with the Board’s recommendations 57% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Will Netflix Ignore Stockholders Again?

Netflix Statement Re Proposal #4: Right to Call Special Meetings   

This proposal simply asks for a shareholder right to call a special meeting. Special meetings are a way to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. That is important because there could be 15-months between annual meetings. The 15% threshold is still well above the 10% allowed by law, which many other companies provide. Emergencies do happen. 64% of S&P 500 companies provide for special meetings. 

Let me also put this proposal in context. 

Last year a majority of shares were voted in favor of proxy access, to declassify the board, 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.  Continue Reading →

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Tesla Proxy Access: Item 4 Presentation

Tesla Proxy Access, item #4

Tesla shareholders meet Tuesday, June 5, 2018, at 2:30 p.m. Pacific Time, at the Computer History Museum located at 1401 N. Shoreline Blvd., Mountain View, CA 94043.   In the interest of more accurate press coverage of Tesla Proxy Access, item #4, I (James McRitchie) am posting the text of my draft presentation on Tesla Proxy Access in advance. Continue Reading →

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Alphabet 2018: End Oligarchy

Alphabet 2018 proxy recommendations. Alphabet is run by an Oligarchy. Will $GOOG overlords give up their position as a dictatorship? Are companies governed by dictatorships and oligarchies healthy for democratic governments? Shareholders can vote for change.

Alphabet Inc., through its subsidiaries, provides online advertising services in the United States and internationally. Most shareholders do not vote because reading through 80+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I voted and why.

If you have read these posts related to my portfolio for the last 22 years, have values aligned with mine, and trust my judgment (or you do not want to take the time to read it), go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts.

The annual meeting is on June 6, 2018. I voted with the Board’s recommendations 45% of the time. View Proxy Statement via SEC EDGAR system (look for DEF 14A). Continue Reading →

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Netflix 2018 Proxy: Shareholders Still Pushing Basic Rights

Netflix 2018 annual meeting is June 6, 2018. Vote FOR all of the shareholder proposals to enhance long-term value. The Board keeps ignoring our votes. We need to keep reminding them we want the normal shareholders rights.

Netflix (NFLX), an Internet television network, engages in the Internet delivery of television (TV) shows and movies on various Internet-connected screens. Most shareholders do not vote because reading through 70+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read these posts related to my portfolio for the last 22 years, have values aligned with mine, and trust my judgment (or you don’t want to take the time to read it), go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts.

I voted with the Board’s recommendations 25% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Genomic Health 2018: Will Baker Bros Vote Proxy Access?

Genomic Health 2018 annual meeting is June 6. Will 40% owner Baker Brothers Advisors LP allow proxy access? Genomic Health (GHDX) provides actionable genomic information to personalize cancer treatment decisions worldwide. If Baker Brothers eventually hopes to sell its shares into the market, they would do well to vote for proxy access. Other shareholders will pay a premium for shares of a company with proxy access and other corporate governance provisions that enhance board accountability.

Most shareholders do not vote because reading through 20+ pages of the proxy is not worth the time for the small difference your vote will make, especially when one shareholder has such control. Below, I tell you how I am voting and why.

If you have read these posts related to my portfolio for the last 22 years, have values aligned with mine, and trust my judgment (or you don’t want to take the time to read it), go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts.

I voted with the Board’s recommendations 25% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Tesla 2018 Proxy Decisions Crucial

Tesla 2018 annual meeting is June 5, 2018. Tesla, Inc. (TSLA) designs, develops, manufactures, and sells electric vehicles, and energy generation and storage systems in the United States and internationally. If Tesla is to survive and thrive, it needs a more independent board. The vote of shareholders will be crucial in deciding Tesla’s future.

Most shareholders do not vote because reading through 50+ pages of the proxy is not worth the time for the small difference their vote will make. I have done the work for you.

Below, I tell you how I am voting and why. If you have read these posts related to my portfolio for the last 22 years, have values aligned with mine, and trust my judgment (or you don’t want to take the time to read most of the post), go immediately to see how I voted my ballot. Voting will take you only a minute or two. Every vote does count. I voted against the Board’s recommendations 100% of the time on the Tesla 2018 proxy. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Alphabet and Facebook Shareholders Seek Better Oversight: Scandals Loom

Alphabet and Facebook shareholders will once again vote on shareholder proposals at their 2018 annual shareholder meetings related to unequal voting structures. With growing concerns about data and privacy issues, shareholders will weigh in on how other company governance issues are also at play.

Voting results will influence whether America will continue its long course toward “democratic” corporate governance or will revert to corporate governance by oligarchs.

Explained NorthStar Asset Management CEO Julie Goodridge.

Through these shareholder resolutions, common shareholders have been showing concern for years regarding managements’ outsized voting rights at both companies, and this year’s proposal couldn’t be timelier given the recent fallout from seemingly endless data mismanagement issues at Facebook.

A proposal brought by socially responsible investment firm NorthStar Asset Management, Inc. at Facebook and Alphabet, with corporate governance activist and author James McRitchie as a co-lead filer at Alphabet, seeks to change this arrangement.

We are asking both Facebook and Alphabet to recapitalize the shares so that each share gets one vote. Alphabet and Facebook are publicly traded, and we believe that status as a public company should come with an equal right to vote. Given the scandals this year at Facebook, it is clearly time for shareholders to have meaningful input on company management issues.

At Alphabet, which has three classes of stock, insiders like Sergey Brin, Larry Page, and former chairman Eric Schmidt control 58% of the vote while owning less than 13% of economic stake combined.  Similarly at Facebook, ordinary shareholders buying shares on public markets have access to shares with one vote (class A), while insiders like CEO Mark Zuckerberg own shares with 10 votes per share (class B).  Critics of the voting structures at these companies point out that it would be essentially impossible for class A shareholders to “out-vote” the founders, even on significant or concerning matters.

According to Mari Schwartzer, NorthStar’s Director of Shareholder Activism and Engagement,

We can see this in results of the 2016 annual meeting in which Facebook proposed a new non-voting class of stock in order to allow Mr. Zuckerberg to give away the lion’s share of his wealth without losing control of the company. Our estimates indicate that about 71% of outside shareholders voted against the creation of this new class of stock, yet Mr. Zuckerberg moved forward with attempting to create it. To stockholders, this is evidence that Facebook does not take common shareholders’ wishes seriously.

Mr. Zuckerberg owns almost 14% of stake in the company but controls nearly 53% of the vote, which allowed the company proposal to pass; a shareholder lawsuit halted that aspiration last fall.

At last year’s annual meetings, NorthStar estimates that over 61% of Facebook class A (outside) shareholders and over 88% of Alphabet class A shares voted in favor of the recapitalization plan to one vote per share. NorthStar hopes those figures continue to stay strong at the upcoming annual meetings – Facebook shareholders vote this Thursday, May 31 while Alphabet shareholders will vote next week on June 6th.

Schwartzer continued,

This year is monumental for Facebook in particular, but for tech companies in general. The Cambridge Analytica scandal illustrated how risky and potentially damaging it can be to manage user data, but these issues aren’t at rest yet. Amazon’s personal assistant Alexa just hit the news last week when a private conversation was recorded and sent to a couple’s contacts. Clearly, these data privacy issues are concerns that shareholders should pay close attention to when they vote their proxies and think about how company governance plays a role here.

NorthStar’s Goodridge went on to explain that shareholder interests are not just about fairness:

We are very concerned about shareholders’ inability to deal with this issue at the board level. Mr. Zuckerberg has formed a board with close ties and loyalties to him. We do not believe that the board would step in to ask him to step down if another scandal were to wrack shareholder value further. Shareholder input is crucial for long-term value and company growth.

NorthStar has filed exempt solicitations with the SEC to urge shareholder support. Find them on the SEC’s website at the following links: Facebook exempt solicitation; Alphabet exempt solicitation.

NorthStar Asset Management, Inc. is a wealth management company based in Boston with a focus on socially responsible investing.  At NorthStar, creative shareholder engagement is a positive force for change.

Alphabet and Facebook are clearly trendsetting companies. As Alphabet and Facebook go, so goes the nation. Will our country increasingly be the headquarters of corporate dictatorships? Will corporate dictatorships support a strong democratic government in these United States of America, or will they continue to seek short-term power and profits for the few at the expense of conditions that favor the long-term broader interests of all their shareholders and users?

How shares are voted at Alphabet and Facebook could send a clear message to those in power. Help put an end to democratic-free zones. The oligarchs at both Alphabet and Facebook would do well to end their sovereign rule for their own self-interest.

Even if their votes were strictly tied to their economic stake, the founders of Alphabet and Facebook would still wield considerable power. Instead of being dictatorships they would have to listen to other shareholders and share power.

Instead of what some might consider “lapdog” boards, Alphabet and Facebook could attract more knowledgeable, independent directors, not afraid to speak their minds. Turning around corporate governance at Alphabet and Facebook could also preserve the reputations of these companies and their founders as leaders and avoid cumbersome regulations.

George Washington was encouraged to continue as President for life but stepped down for the good of the country. The founders of Alphabet and Facebook should take a page from history.

See my FB Facebook Proxy Vote Recommendations. I will make full voting recommendations on Alphabet’s proxy before their annual meeting.


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Amazon 2018 Proxy: Rigging the Vote Count

Amazon 2018 annual meeting is May 30th. View proxy. I do not have time to go through my usual voting rationale. I am too busy with companies where I have a proposal. However, I want to bring to your attention a very important proposal from Bruce Herbert at Newground Social Investments, starting at page 18. The topic is vote counting for shareholder proposals and it goes to the heart of democracy, or lack thereof, at Amazon. Vote today, especially for item 6. Do no let Amazon’s Board rig the vote. Continue Reading →

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