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Reflections On 2011

The United States Proxy Exchange (USPX) is a experiment premised on the notion that a grass roots movement—by individual shareowners, for individual shareowners and funded entirely by dues of individual shaeowners—can improve corporate governance and address financial abuse. It is too early to say for sure, but based on what we achieved in 2011, the […]

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Median CEO Compensation Up 28% in 2010 Says GMI

GMI released their CEO Pay Survey 2011, one of the largest surveys of CEO compensation in North America, based on analysis of the Russell 3000 and S&P 500 companies. Key findings include: Total Realized Compensation in the S&P 500 rose by about 36 percent. Total Realized Compensation in the Russell 1000 rose by more (more…)

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Two Proxy Access Proposals From Daniel Rudewicz

Interview with Daniel Rudewicz who submitted proxy access proposals at Paragon Technologies and KSW. McRitchie: How about giving our readers a little personal background? Daniel Rudewicz: During the day, I am the managing member at Furlong Financial, LLC. In the evenings, I am a law school student.  I have lived all over the US, but right now […]

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Board Service: A Great Gig… Especially @ Apple

Looking for work-life balance? Work from home (at least part of the time). Set your own pay — $1,000 per hour and up. No threat of layoffs or workforce cutbacks. Part-time hours and multiple positions available. Excellent way to supplement your retirement income. No application necessary… The term “chemistry,” or your ability to work collegially with the other members, is […]

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Funds Should Attend More Annual Meetings

The Financial Reporting Council (FRC), UK’s independent regulator “responsible for promoting high quality corporate governance and reporting to foster investment,” is also in charge of the Stewardship Code for institutional investors. The FRC, 230 pension schemes, fund managers and service-providers have  signed up for the Stewardship Code, including “most of the major investors in UK equities.” According to […]

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15th Proxy Access Proposal of Season Filed at Nabors

Bermuda-based energy-drilling contractor Nabors Industries Ltd., already being sued by shareowners over executive pay issues now faces a proxy access proposal filed by CalSTRS and nine public pension funds from Connecticut, Illinois, New York and North Carolina. The company’s stock has lost about a quarter of its value this year. According to New York City Comptroller John C. Liu, who […]

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SEC v. Citigroup Global Markets

Three heavily abbreviated takes on what the case means: Federal Judge Pimp-Slaps the SEC Over Citigroup Settlement, Rolling Stone By accepting hundred-million-dollar fines without a full public venting of the facts, the SEC is leveling seemingly significant punishments without telling the public what the defendant is being punished for. This has essentially created a parallel […]

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Video Friday: "Say on Directors iPay" @ Apple

My say on director pay will be on the Apple proxy (embedded links added): 6 – Shareholder Say on Director Pay Resolved: Shareholders request that our Board of Directors adopt a policy that provides shareholders the opportunity, at each annual meeting, to vote on an advisory proposal, prepared by the Board of Directors, to ratify […]

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Proxy Access Proposed at Six More Companies

Norges Bank Investment Management (NBIM), manager of the $550 billion Norwegian Government Pension Fund Global, has filed shareholder proposals for binding bylaw proxy access proposals at six US companies (Wells Fargo, Charles Schwab, Western Union, Staples, Pioneer Natural Resources and CME Groupas) part of its efforts to strengthen shareholder rights. According to (more…)

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UNFI: How I Voted

United Natural Foods Inc. (UNFI) is one of the stocks in my portfolio. Their annual meeting is coming up on December 13. Voting on MoxyVote.com‘s platform ends December 13. When I last looked, MoxyVote.com had recommendations from eleven “good causes,” which included five consolidations. ProxyDemocracy.org had two participating funds voting but (more…)

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Cisco: How I Voted

Cisco (CSCO) is one of the stocks in my portfolio. Their annual meeting is coming up on December 7. Voting on MoxyVote.com‘s platform ends December 6. When I last looked, MoxyVote.com had recommendations from twelve “good causes,” which included five consolidations. ProxyDemocracy.org had three (more…)

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CII Issues Statement on Proxy Access

I’m somewhat heartened by a recent CII announcement on access proposals: We welcome the changes to Rule 14a-8(i)(8). We encourage Council members and other long-term shareowners to consider using this new tool in a focused and consistent manner that enhances the U.S. corporate governance model and (more…)

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Manhattan Institute on Shareholder Activism

I welcome the Manhattan Institute‘s Center for Legal Policy to the corporate governance debate. The Manhattan Institute launched its Proxy Monitor project. The ProxyMonitor.org database assembles information on the 150 largest corporations (by revenues, as ranked by Fortune magazine) and currently includes searchable and sortable information on every shareholder proposal submitted at each company from 2008 through August 1, […]

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Science of Stock Manipulation

Unless current shareowners suffer a penalty for having CEOs who engage in earnings manipulation and insider trading they are likely to encourage such unethical and damaging behavior, finds a study by Ramy Elitzur, since choosing less ethical managers may be in the best interests of current shareholders, but not future ones. Many accountants believed that markets are efficient […]

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Why Precatory Proxy Access Proposals?

The respected scholar, Lawrence Hamermesh, writes about the model proxy access proposal published by United States Proxy Exchange (USPX) and asks why an organization whose motto (”Populus Constituit,” the people decide) is so reluctant to file mandatory bylaw proposals, instead of precatory proposals. (Precatory proxy access proposals, The Institute of Delaware corporate and Business Law, 11/15/2011) Hamermesh speculates USPX […]

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ISS Updates Proxy Voting Guidelines

Institutional Shareholder Services Inc. (ISS), the largest proxy advisory, released 2012 updates to its U.S., Canadian, European, and international benchmark proxy voting guidelines. The global updates are the result of an extensive consultation process that included outreach to and input from institutional investors and corporate issuers worldwide. ISS analysts will begin applying the updated policies to […]

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Maryland First to Address Citizens United

With the House controlled by Republicans, we are not likely to see positive action to control or at least require disclosure of political spending by corporations. However, states may be jumping in to take some action. Under a new Maryland law, which takes effect December 1, 2011, a (more…)

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Proxy Access: Two Proposals Filed, More USPX Members Needed

The first USPX type proxy access proposal was submitted by Kenneth Steiner (with help from John Chevedden and other members of USPX), which went to MEMC Electronic Materials, Inc. (WFR) on 11/11/2011. Here’s the Whereas portion (the rest is the same as the standard USPX proposal). WHEREAS, Most long-term shareowners have no reasonable means to […]

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The Folly of a $-Centric Universe

Michael Levin argues cites Milton Friedman and Michael Jensen to support an argument that wealth maximization provides investors and executives with apparently the only clear means of setting priorities they really need. McDonalds Corporation should treat cattle and chickens humanely if doing so will sell more sandwiches profitably, not (more…)

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Model Proxy Access Proposal

Today, the United States Proxy Exchange (USPX) released a Model Proxy Access Proposal that can be presented to corporations for a shareowner vote under SEC Rule 14a-8 to ensure that long-term shareowners have (more…)

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72% Voted No at Regis: More to Follow

Regis Corp shareowners overwhelming selected Starboard Value’s slate of three directors at the company’s recent annual meeting and they rejected management’s “say-on-pay proposal,” with 72% voting against. According to Equilar, which tracks compensation data, Regis becomes just the 43rd company out of more than 2,982 shareholder votes this year to reject management’s compensation proposals. Starboard […]

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Two Opportunities to Shape the Future

First, the IRRC Deadline of November 18 for Research Entries approaches. This is your chance to change the predominant paradigm of Modern Portfolio Theory. Second, Institutional Shareholder Services Inc. (ISS) extended the comment period on their 2012 proxy voting policies until November 7th.  Institutional investors, individual investors, corporate issuers, and governance market participants are invited to provide feedback on ISS’ […]

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Proxy Access: Will the 99% Reach Consensus?

Tuesday’s post, Proxy Access for the 99%, is drawing controversy among USPX members, with about 30 comments in the first couple of days. Will we reach consensus or will shareowners simply end up taking elements of the model proposal for their own use? So far, and we are only two days in, the $2,000 threshold […]

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Support Grows for Transparency in Corporate Political Spending

A group of 43 House Democrats is urged the SEC to require public companies to disclose their political contributions. The Council of Institutional Investors also sent a comment letter on a petition (File Number 4-637) filed by prominent law professors. Rep. Gary Ackerman (D., N.Y.) and 42 other House colleague argue the high court’s ruling in the […]

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Occupy the Boardroom

I attended a local “occupy” last night in Elk Grove, California. Eight protestors, six or seven police and four from the media. If it is happening in sleepy suburban enclaves it won’t be long before protesters show up at board meetings. Occupy the Board Room will facilitate such action. “The 1% have addresses. The 99% have […]

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