AVAV 2023. Board Declassification is just one of several issues to be voted on before or during the AeroVironment (AVAV) annual meeting on September 29, 2023, at 9:00 am Pacific. Attend the annual meeting online. Vote in advance. To vote in person at the virtual annual meeting, you must first obtain a valid legal proxy […]
Many were not surprised when the SEC, under Trump appointees, made it more difficult for retail shareholders to submit proposals. Read about our ongoing efforts to overturn that roadblock at Restore Shareholder Proposal Rights. However, most will be surprised that Broadridge Financial Solutions filed a no-action request that could end meaningful proxy voting at meetings, […]
Apple Exempt Solicitation 2023 filed by proponent James McRitchie. Check back soon for recommended proxy votes on other issues appearing on the ballot. Apple shouldn’t have proxy access governance associated with mountaintop removal or accounting fraud. PX146G Apple Exempt Solicitation Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of […]
Enhanced Reporting of Proxy Votes by Registered Management Investment Companies; Reporting of Executive Compensation Votes by Institutional Investment Managers (link: Conformed to Federal Register version) File No: S7-11-21. Comments Due: December 14, 2021. Comments received are available. How to Submit Comments. Please submit a comment in support of this important rulemaking. Regulatory agencies typically continue to consider comments until rulemaking is finalized. […]
Meta Platforms should address inequality by helping to establish an ownership culture where all Americans are shareholders with a voice in corporate activity, especially at corporations where they are employed. Voting in favor of the shareholder proposal outlined below will send a message not only to Mark Zuckerberg but to all those who currently control […]
Investors to FASB: We Need Tax Transparency Investors with over $2.9T in assets under management called on the Financial Accounting Standards Board (FASB) to prioritize public country-by-country tax reporting as part of FASB’s future standard-setting agenda. Signatories represented a broad coalition of asset managers, public pension funds, labor funds, international investors, foundations, and religious investors. […]
Proxy Season 2021 Investor Sentiment Study: Background Proxy Season 2021 Investor Sentiment Study finds the rise and influence of individual investors presents unique opportunities to engage new investors like never before. A new survey from Broadridge Financial Solutions (NYSE: BR) highlights how new and younger retail investors are thinking about investing and this year’s proxy […]
Beat the CRA Clock At the end of March, Senator Sherrod Brown (D-OH), Chairman of the Senate Banking Committee, and Congressman Michael San Nicolas (D-Guam), Vice-Chair of the House Financial Services Committee, introduced (S.J. Res. 16; H.J. Res. 36) under the Congressional Review Act (CRA) to overturn recently adopted changes to the SEC’s shareholder proposal […]
Experiences at Virtual Shareholder Meetings: Guest Post Dear Investors, I have conducted a study on how virtual shareholder meetings affect communication with shareholders, How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice. (more…)
Illegal Marrone Bio proxy threatens not only their own shareholders but those of all companies. If Marrone Bio gets away with it, so can others. What can we do when a company violates the law and the SEC fails to act? We could go to court but that’s expensive. Instead, let’s mobilize. If enough cry foul, […]
#ReproReceipts Campaign by UltraViolet highlights hypocrisy and Calls for Accountability at AT&T, Coca Cola, Disney, Nike, Procter & Gamble, and Uber
Political Party of Funds No, you can’t find that information on CorpGov.net. But, you can at YourStake. Go there now to find out how much money the companies in your mutual fund donate to Democratic and Republican candidates. (more…)
The “Boulder Letter” explained why opting into a state statute limiting a shareholder’s ability to vote all their shares violates the Investment Company Act. SEC Staff recently repealed the Letter. Consistent with other recent actions, this dilutes the rights of shareholders. In conclusion, another democratic-free zone was provided to entrenched managers and boards. If you […]
Recovery AND Broader Ownership: Take Action Economic recovery AND broader ownership can be ours. We need a nation of employees who more fully share and participate in a healthy recovery through ownership. Support legislation introduced by Republicans and Democrats: S 4236, [Senator Ron Johnson (R-WI) and Senator Tammy Baldwin (D-WI)] inject working capital into American […]
Money and Politics Get a Divorce. That would be a nice headline. It has been more than ten years since the US Supreme Court held that corporations could spend unlimited funds on election campaigns in their decision, Citizens United v. Federal Election Commission. Money and Politics Get a Divorce: Still Waiting Justice Kennedy’s majority opinion […]
File No. S7-22-19, SEC proposed rules based on input from entrenched corporate managers and boards, would cripple proxy advisory services. File No. S7-22-19 would not protect investors, as is the mission of the SEC. Proxy advisors survey their customers each year asking them how they stand on various issues. Then they research thousands of proxies on […]
SEC Release File No. S7-23-19 comments are due today. This Release and that of File No. S7-22-19 are the most dangerous I have seen during my twenty-five years of blogging. Both would make corporations less accountable to their owners and the public. Both would help turn corporate governance into a more democratic-free zone. Thousands of comments opposing […]
Defending Retail Shareholder Advocates: Another Day – Another Comment Letter to the SEC Help protect shareholder rights. See SEC Rulemaking Comment Tips. Read any good comment letters on SEC File No. S7-22-19 or S7-22-19? Please let me know in comment form below or by email. Defending retail shareholder advocates will require lot more than the […]
SEC Rulemaking Comment Tips: Action Needed SEC rulemaking comment tips repeated here are primarily based on advice from the Council of Institutional Investors. However, I am also including tips from the Sustainable, Responsible and Impact Investing, conference I attended in Colorado Springs in November. (Search #SRI30 for other Conference tidbits at CorpGov.net and on Twitter.) […]
Millennial socialists have not been overtly embraced by the SEC, but the Commission’s recent proposals to disempower proxy advisors and shareholders below the level of multi-millionaire’s plays into the hands of those advocating a socialist economy. The Commission’s proposed rules would further concentrate the power of corporate elites and reduce their accountability to “Main Street” […]
Extension sought by Josh Zinner of ICCR for SEC comment period on potentially explosive rulemakings of critical importance to all shareholders. Shareholders would do well to follow his lead by joining him in requesting a 120 day comment period for these complex rules. (more…)
Gadfly importance to democratic corporate governance is often underrated. We are currently under attack by the Business Roundtable (BRT) and others seeking to substantially raise the ownership threshold for submitting and resubmitting proposals. BRT, for example, contends proposals from small shareholder divert “significant time and resources to issues that, at best, have an attenuated connection to the […]
Mutual fund wars are fierce around pricing. What if competition was also fierce around proxy voting? Could that change the world? I certainly think so. My petition to the SEC could generate mutual fund wars around ensuring proxy votes align with investor values. (Rulemaking Petition for Real-Time Disclosure of Proxy Votes, SEC File 4-748, Jul. […]
McRitchie 2019 proxy season results are not something I normally report. It feels too much like bragging. I do my work to drive better, more accountable corporate governance. However, the SEC’s Division of Corporate Finance is “considering recommending that the Commission propose rule amendments regarding the thresholds for shareholder proposals under Rule 14a-8.” It is […]
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 […]
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 […]
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 (more…)
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 […]
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) SEC Proxy Process Video (Click to View) (more…)
The November 15 SEC Roundtable on the Proxy Process will include me on the SEC Shareholder Proposal Panel. Public announcement with instructions for submitting comments. I will only have a few minutes at the Roundtable. What should I emphasize? Where should I stay in DC? Take Action: Readers of CorpGov.net know far more than I do. Please email your suggestions […]
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. […]
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 […]
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 […]
Universal background checks; that would be a good first step. Gun violence may seem to some of my readers too far afield from corporate governance. However, I believe our investment decisions, including communications with companies and proxy votes made after AFTER buying stock should reflect all our values, not just greed. I am all for banning […]
Spending Against Change, a new report from the 50/50 Climate Project, finds that twenty-one of the largest energy and utility companies in the U.S. that have spent at least $670 million over six years to influence elections, regulators and lawmakers have limited board oversight of climate risk and political spending, and lack climate competent board members. These corporations face the highest exposure […]