Archive | Take Action

John Mackey and Marc Gafni Talk Success on YouTube

John Mackey & Whole Foods in Spotlight

In the wake of a New York Times story by Mark Oppenheimer about Whole Foods Market CEO John Mackey’s relationship with former rabbi and alleged sex offender Marc Gafni, the company has come under scrutiny. (A Spiritual Leader Gains Stature, Trailed by a Troubled Past) On December 25th, The Times story reported Gafni saying of one […]

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Fission Uranium

Why I’m voting WITHHOLD on Fission Uranium (FCU)

“Using the internet for shareowner proxy voting … will awaken the sleeping giant of corporate governance – individual investors.” My optimism was premature when I wrote that in 1999. But finally the giant has awakened and is starting to stir. Retail shareowners of Fission Uranium Corp (FCU) have joined forces via internet media, including their […]

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Mutual Funds Hold Back Political Spending Transparency

Comment: “Materiality,” File Reference No. 2015-300

Take Action: Bartlett Naylor of Public Citizen sent me the following draft sign-on comment letter to FASB/SEC regarding their concept release to redefine “materiality” from information that “could” be important to investors to information that “would” be considered important. If you agree with us that regulators shouldn’t be reducing the volume information that “could” be […]

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Steris Proxy Voting Deflate-Gate

Steris Corporation’s Proxy Voting Deflate-Gate

Most companies opposing a shareholder proposal simply rely on an opposition statement, although sometimes they  solicit the votes of their largest shareowners. Steris Corporation (NYSE:STE) took it a bit further. Was it cheating? That depends on your perspective. Like a partially inflated football, a partially stuffed ballot can provide the crucial margin needed to win. Proxy Voting […]

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Video Friday: Take Action on Plastic Microbeads

I hope those concerned with good corporate governance are also concerned with stewardship. Investors shouldn’t be making money by investing in products that harm the environment. Their are plenty of alternatives to plastic microbeads. This 2-minute video “explainer” shows how tiny plastic microbeads go down the drain and into our rivers, lakes, and oceans. We […]

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Take Action on SEC Nominations

Join Occupy the SEC in Urging the President and the Senate to Appoint a Progressive as SEC Commissioner. Click here to send your message. My message was generated from California, thus the addressees. July 11, 2015 Dear President Obama: Dear Senator Boxer: Dear Senator Feinstein: Petition for Progressive SEC Nominations (more…)

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Nominate a Rising Star of Corporate Governance

Each year, the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School presents the annual Rising Star of Corporate Governance Awards. The award recognizes people who, while young and possibly new to the field of corporate governance, are making their marks as outstanding analysts, experts, activists, or managers. Recipients may represent any […]

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shame

The Power of Shame Applied to CEOs and Corporations

Robert A.G. Monks, concerned with shameful corporate behavior today blogged When a Child Rules the Parent: The Problem of Corporate Domicile in a Global World. Corporations are creatures of the state but the social contracts that made them attractive in serving human interests are breaking down… Either we need to reign corporate operations in within […]

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Dark Money

Video Friday: Where is the SEC on Dark Money?

I think most Americans have a very limited attention span when it comes to investing, the SEC and especially corporate governance. When I came across SECDisclose.org earlier this week, I was delighted with a series of videos they have uploaded on dark money and with their byline: Because the S.E.C. shouldn’t stand for “S-E-C-RET.” In a few paragraphs below lifted […]

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Lessons on Proxy Voting From 2014 Mini-Season

ProxyPulse, a partnership of Broadridge Financial Solutions and PwC’s Center for Board Governance, released its first report of 2015, based on results from the 2014 fall mini-season that analyzed beneficial shareholder data from 1,077 U.S. public company shareholder meetings. There are lessons here for both issuing companies and shareholders. (more…)

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Preliminary Proxy: Illinois Tool Works and Huntington Ingalls Industries

Missing from the preliminary proxy statements of Illinois Tool Works $ITW and Huntington Ingalls Industries $HII are special meeting proposals from William Steiner, even though the SEC months ago withdrew no-action letters previously issued to the companies. (Illinois Tool Works and Huntington Ingalls Industries)  Shareowners of these companies might want to inquire as to why the proposals […]

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Citizens United and Pay 2 Play

Investors Seek Disclosure of Corporate Lobbying Expenses

Resolutions Filed at 53 Companies Disclosure of corporate lobbying expenses remain top shareholder proposal topics for 2015, as more than 60 investors have filed proposals with more than 50 companies asking for reports that include federal and state lobbying payments, political contributions and/or payments to trade associations used for lobbying and payments to any tax-exempt […]

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Push for Increased Gender Diversity in the Boardroom

The Thirty Percent Coalition’s Institutional Investors continued their active “Adopt a Company” campaign following a series of letters sent to approximately 160 companies in the S&P 500 and Russell 1000 with no women on their boards. The third letter writing campaign to increase gender diversity in the boardroom in the fall of 2014 was supported […]

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SEC Reverses No-Actions Under Rule 14a-8(i)(9) On Request

Just a quick note to other shareholders who have filed proxy proposals this season. If the company you filed with requested and obtained a no-action letter from the SEC under Rule 14a-8(i)(9), you might obtain a reversal of that sanctioned exclusion. However, as far as I know, you need to ask for reconsideration. I don’t think […]

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Recommendations to SEC-IAC on Proxy Access

I’m delighted to see “Discussion of Proxy Access” (11:05-12:05 p.m.) as one of the items on the agenda for the SEC’s Investor Advisory Committee (SEC-IAC) at the upcoming February 12th meeting. I discuss two recommendations below. Take Action: Please submit your own and paste into comments below. See comments submitted. Proxy Access: Rule 14a-11 In light […]

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Matt Illian

How RIAs Can Take the Lead on Corporate Governance

In his 1914 collection of essays called Other People’s Money and How the Bankers Use It, Louis Brandeis argued that powerful men such as J.P. Morgan leveraged unbalanced control of the public’s assets to their own benefit. One hundred years later, not much has changed. If Brandeis were alive today, you can be sure that he […]

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IRRCi study on CEO Pay

CEO Pay: Link to the Cost and Future Value of Capital

Total shareholder return (TSR), is the most frequent metric used to pay CEOs for performance. The authors of this excellent study from IRRCi believe CEO pay should, instead, be linked to the cost and future value of capital. CEO Pay for ‘Performance” In 1993, Congress amended the tax code to tie executive pay to “performance” […]

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Global Tax Reform and Transparency Urged

Investors Back Global Tax Reform and Transparency

In a global first, a group of institutional asset owners and managers are jointly calling for comprehensive transparency and disclosure to be adopted as core principles in reform of the international taxation system to be put before the G20 Leaders Summit in Brisbane this weekend. The group including the £150B UK Local Authority Pension Fund […]

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Take Action: SEC-IAC Report on Impartiality Stops Short

The Investor as Owner Subcommittee of the SEC’s Investor Advisory Committee (SEC-IAC) established pursuant to Section 911 of the Dodd-Frank Act issued a report on Impartiality in the Disclosure of Preliminary Voting Results. The recommendations will be discussed at a meeting on October 9, 2014. When: Thursday, October 9, 10:00 am – 4:00 pm Who: Investor […]

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CalHR Savings Plus

California’s Savings Plus: Better Proxy Voting Disclosure Needed, Part I

Most California State employees and retirees have their retirement funds invested largely through two vehicles. CalPERS is the nation’s largest public pension, with almost $300B in assets. Many employees also have smaller amounts invested in CalHR‘s Savings Plus program, with assets of $10B. Both vehicles invest a large proportion of their funds in corporate stock, […]

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Evasive Shareholder Meetings: Foxhole Contest Continues

When a company moves its shareholder meeting to a remote location, it is often associated with bad news, according to Evasive Shareholder Meetings (NBER Working Paper No. 19991) by Yuanzhi Li and David Yermack. The study finds that “companies are more likely to announce unfavorable quarterly earnings in the aftermath of long-distance meetings, and these […]

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corporate secretary logo: Nominate for Corporate Governance Award

Corporate Governance Awards 2014: Nominees Wanted

Want to nominate an individual or company for the seventh annual Corporate Governance Award, whether it’s you, your colleague or your client? To nominate, simply: Fill in our form on the Corporate Secretary site and click submit Supply an executive summary or supporting material Cross your fingers and await the shortlist announcement in September! Deadline to enter: […]

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P&I Proxy Voters Cartoon re fiduciary duty

Letter to P&I Re Fiduciary Duty Editorial

Below is an email I sent to Pensions & Investments (P&I) editorial chief Barry Burr praising their editorial enhancing fiduciary duty and opining on how it may speed the arrival of the time when retail investors will vote their values with the simple push of a button or two on their cell phones. I will follow […]

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Fiduciary Duty to Announce Votes (Part 3): Take Action

Fiduciary Duty to Announce Votes (Part 3): Take Action

This is the last in a three part series. See also Fiduciary Duty to Announce Votes (Part 1): Editorial Calls For Advanced Disclosure and Fiduciary Duty to Announce Votes (Part 2): Historical Background. Take Action: Ask your mutual fund, pension fund, and/or endowment to: Send you a copy of their proxy voting policies and their proxy […]

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Take Action: Vote Proxy Access at Citigroup (C)

The deadline for voting online is April 21st. My proposal, #8 on Citi’s proxy (page 97), would bring proxy access (page 40) to our company by allowing shareowners to place board nominees on Citi’s proxy. Don’t be fooled by Citi’s opposition statement, which calls the ownership thresholds “low.” In reality, 1% of Citi is huge; about $1.4B. The […]

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SEC Seeks Comment on IAC Recommendation on Target Date Funds: IAC to Meet April 10th

The Securities and Exchange Commission is seeking comment on a recommendation by its Investor Advisory Committee (IAC) regarding disclosure by target date mutual funds. Additionally, the IAC has announced an agenda for their next meeting on April 10th beginning at 10:00 a.m. (EST), which includes remarks from Commissioners, the new Investor Advocate and a recommendation from […]

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EMC v. John Chevedden and James McRitchie: Case Dismissed

The chilling effect of companies bypassing the SEC’s inexpensive ‘no-action’ process may be coming to an end. Apache, Waste Connections and a growing number of companies have been successful in US district courts in Texas. Finally, we won a landmark case in U.S. District Court of Massachusetts. The law can prevail, even against the weight […]

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Take Action: Join Nader's Penny Brigade

Some have argued that Ralph Nader started socially responsible shareholder activism with Campaign GM, when the group filed shareholder proposals to expand GM’s board to include consumer advocates and empower shareholders to place their board nominees on GM’s proxy ballot (proxy access).  According to a recent article in the WSJ, the longtime consumer advocate is now putting […]

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