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
James McRitchie, December 22, 2011 ,
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…)
Two Proxy Access Proposals From Daniel Rudewicz
James McRitchie, December 21, 2011 ,
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 […]
Board Service: A Great Gig… Especially @ Apple
James McRitchie, December 19, 2011 ,
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 […]
Funds Should Attend More Annual Meetings
James McRitchie, December 15, 2011 ,
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 […]
15th Proxy Access Proposal of Season Filed at Nabors
James McRitchie, December 14, 2011 ,
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 […]
SEC v. Citigroup Global Markets
James McRitchie, December 12, 2011 ,
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 […]
Video Friday: "Say on Directors iPay" @ Apple
James McRitchie, December 9, 2011 ,
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 […]
Face Off: "Will of the Voters" – Who Decides?
James McRitchie, December 8, 2011 ,
I’m glad to see Lawrence Hamermesh and I are moving past the “bullet” stage in our discussions on proxy access towards a real dialogue. Although he is no longer calling on boards to ignore the voting results of precatory (more…)
The Case for Proxy Access
James McRitchie, December 7, 2011 ,
The December 2011 issue of NACD Directorship magazine contains my article on “The Case for Proxy Access” beginning on page 40. Also of special interest to (more…)
Proxy Access Proposed at Six More Companies
James McRitchie, December 6, 2011 ,
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…)
UNFI: How I Voted
James McRitchie, December 5, 2011 ,
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…)
Cisco: How I Voted
James McRitchie, December 1, 2011 ,
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…)
Sharegate Launches in Beta: Social Media to Facilitate Shareowner Action
James McRitchie, November 30, 2011 ,
What is Sharegate? On its most basic level, www.sharegate.com is a social network for all players in the corporate structure, including shareholders, corporations and their investor relations representatives, institutional fund managers, and affiliates such as special interest groups, academic professionals, and (more…)
CII Issues Statement on Proxy Access
James McRitchie, November 30, 2011 ,
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…)
"Large Number" of Proxy Access Bylaws Predicted: Battle Lines Drawn for American Dream & Ownership Society
James McRitchie, November 28, 2011 ,
According to a recent November 15 newsletter from Latham & Watkins LLP, most companies will adopt a “wait and see” approach for now. However… If and when a company receives a shareholder proposal recommending board adoption of a proxy access bylaw, the board may respond (and seek to exclude the proposal from the ballot) by […]
Manhattan Institute on Shareholder Activism
James McRitchie, November 23, 2011 ,
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, […]
Science of Stock Manipulation
James McRitchie, November 22, 2011 ,
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 […]
Why Precatory Proxy Access Proposals?
James McRitchie, November 21, 2011 ,
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 […]
ISS Updates Proxy Voting Guidelines
James McRitchie, November 17, 2011 ,
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 […]
Maryland First to Address Citizens United
James McRitchie, November 17, 2011 ,
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…)
Proxy Access: Two Proposals Filed, More USPX Members Needed
James McRitchie, November 16, 2011 ,
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 […]
Two Strikes and You're in Australia
James McRitchie, November 15, 2011 ,
In case you missed it at theCorporateCounsel.net (Australia’s New “Two Strikes” Say-on-Pay Law, 11/3/2011): Under the new amendment to the Australian (more…)
The Folly of a $-Centric Universe
James McRitchie, November 14, 2011 ,
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…)
Model Proxy Access Proposal
James McRitchie, November 10, 2011 ,
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…)
72% Voted No at Regis: More to Follow
James McRitchie, November 8, 2011 ,
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 […]
Two Opportunities to Shape the Future
James McRitchie, October 31, 2011 ,
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’ […]
Proxy Access: Will the 99% Reach Consensus?
James McRitchie, October 27, 2011 ,
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 […]
Support Grows for Transparency in Corporate Political Spending
James McRitchie, October 24, 2011 ,
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 […]
Occupy the Boardroom
James McRitchie, October 21, 2011 ,
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 […]