Tag Archives | AGM

MBII Annual Meeting Gone Missing

MBII, Marrone Bio Innovations, Inc., was added to the Russell Microcap Index after the market closed on June 23, 2017. Hopefully, that will provide some needed stability to this volatile stock, so it is great news. However, corporate governance concerns remain. For example, when will our company hold the 2017 annual meeting?

MBII Has Plenty of Positives

According to Dr. Pamela Marrone, Founder and CEO of Marrone Bio Innovations,

We are very pleased to have joined the Russell Microcap Index. This is an important milestone for Marrone Bio Innovations and represents an opportunity to increase our visibility within the public market investment community.

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Virtual-Only Meetings: The Nuclear Option

Virtual-Only Meetings Growth

Virtual-Only and Hybrid Meetings Data Reported by Broadridge in the FT

Virtual-Only Meetings are quickly being adopted by entrenched boards who fear both adverse publicity and any attempt by shareholders, especially retail shareholders, to hold them accountable. Broadridge Financial Solutions ($BR) has a direct financial incentive to push companies toward virtual-only meetings. Although many funds and organizations oppose such meetings, no one in the opposition has a such a direct financial incentive to oppose them. 

Take Action: Vote against any all all directors serving on governance or similar committees at companies that hold virtual-only meetings.  Continue Reading →

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Council of Institutional Investors Fall 2014 Conference: Meeting Availability

CIIJames McRitchie, the publisher of Corporate Governance and one of three retail shareowners accused in the New York Times of holding Corporate America ‘hostage,’ will be in Los Angeles September 29 through October 1 attending the Council of Institutional Investors Fall 2014 Conference.Shareholders with big stick

I am eager to meet with readers to discuss activist corporate governance strategies and how we can work together. Outlined below are some projects I’m working on. If you’d like to discuss any of them or other possible areas for cooperation, please contact me prior to the conference. Additionally, I am always interested in guest posts. Reach out to thousands, especially our under-covered readers in Beijing and India.  Continue Reading →

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Fiduciary Duty to Announce Votes (Part 1): Editorial Calls For Advanced Disclosure

P&I-proxy-voters-cartoon
A recent editorial in Pensions & Investments (P&I), Winning over proxy voters, essentially argues that pensions have a fiduciary duty to announce their proxy votes in advance of the annual general meeting (AGM) if doing so is likely to influence the vote. This minor extension of current practice could have a profound impact and should also apply it to mutual funds and investment advisors, as well as other institutional investors, such as endowments.
The editorial discusses Warren Buffett’s recent reluctance to vote against the pay package at Coca-Cola.

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Chevron Enters Foxhole Contest

ChevronAs reported by CSRwire, Under Fire from Critics, Chevron CEO Quietly Moves Annual Shareholder Meeting to Remote Town In Texas.

PeabodyWe are still in the midst of our second Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Last year’s winner was Peabody Energy for their choice of Gillette, Wyoming, a town with less than 30,000 residents.  

With Chevron (CVX), we have another 2014 entrant. Continue Reading →

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Guest Post: Relieve the Pain of Voting Season

MikeTyrrell at Work

Mike Tyrrell

Mike Tyrrell is Editor of SRI-Connect – an online research marketplace for professional institutional investors, analysts & companies interested in sustainable development.  He is keen to open up the site to corporate governance analysts & corporate governance research.

I’ve heard so many complaints over the years about the work overload that occurs in ‘voting season’ and I’ve heard it from all sides: from investors, from research providers and from companies.  I’m aware that there are a number of structural changes, challenges and developments underway in the corporate governance and proxy advisory world.  These will take their course. Continue Reading →

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India Proxy Season 2013 Analysis From InGovern

InGovernA recent report by InGovern Research Services analyzes patterns in the resolutions proposed by Indian listed companies in the just concluded 2013 proxy voting season. The data has been collated and analyzed from a coverage universe of 585 companies forming part of the S&P 500 and BSE 500 indices, which represent over 95% of the market capitalization of Indian listed companies. Management and shareholder resolutions passed in the Annual General Meetings (AGMs) held in 2013 for these companies have been analyzed. Continue Reading →
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The AGM Votes are in and the Winner is ….

Steve Viederman

Guest Post from Stephen Viederman, Fellow, Governance & Accountability Institute, reposted here with the permission of Viederman and Accountability-Central.com. James McRitchie, Publisher of Corporate Governance reformatted the original to bring the footnotes up, hide urls and generated those wonderful ads. 

The Spring madness of annual corporate meetings (referred to as AGMs) is upon us. Continue Reading →

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Audio Friday – TheCorporateCounsel.net: Ginny Fogg on Shareholder Proposal Process

Note: Members Only –  TheCorporateCounsel.net always produces top quality content but I thought the recent post Inside Track with Broc: Ginny Fogg on Shareholder Proposal Processes (2/8/13) was especially informative regarding how at least one company deals with shareowner proposals. As Broc Romanek points out, Fogg discusses:

  • What is your shareholder proposal intake process (eg. who gets copies and is there a log)?
  • What are the steps in deciding how to react to a shareholder proposal?
  • What do you do for relief during the proxy season?
  • Who drafts and reviews a statement in opposition to a shareholder proposal?
  • What is a typical game plan in handling a shareholder proponent who says they are coming to the annual meeting? Continue Reading →
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Apple: My "Say on Director Pay" Proposal & How I'm Voting

Apple (AAPL) is one of the stocks in my portfolio. Their annual meeting is coming up on February 23, 2012 (Thursday). This is one meeting I’ll be attending in person, both to vote and to move my motion to provide shareowners with a “say on directors pay.”

When I last looked, MoxyVote.com had recommendations from twelve “good causes.”  ProxyDemocracy.org had four participating funds voting. Continue Reading →

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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 Financial News (Shareholders: Turn up to meetings!, 12/14/2011), the FRC not only warned companies Continue Reading →

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Starbucks tweets AGM: Holds Results

Starbucks Corporation (NASDAQ:SBUX) held its annual meeting in front of a 2000-strong crowd in its hometown Seattle yesterday – and if you weren’t able to be there in person you could tune in to a video webcast and live tweeting session to stay in the loop. via Starbucks tweets annual meeting, holds results | IR Web Report.

Post by Dominic Jones reveals technological capabilities but very poor coverage of the actual results of voting… the actual business of meetings. See also: Starbucks: How I Voted.

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IR Makes Use of Social Web: AGMs?

While many companies are using social media to push out investor relations information, global conferencing firm PGi (NYSE: PGI) is among a rare few that is also using social media in two-way conversations with investors.

During the company’s recent Q4 earnings call, PGi Senior Vice President of Strategy & Communications Sean O’Brien, who was an equity analyst and portfolio manager before crossing over to the corporate world, used StockTwits to highlight key figures from the company’s results and was on-hand to answer questions from investors…

In an interview with IR Web Report, O’Brien says Atlanta-based PGi, well-known to IR professionals as the service provider behind 1 in 4 earnings calls, views social media as just another way to communicate with external stakeholders, one that soon won’t seem unusual.

via PGi makes investor relations social | Dominic Jones, IR Web Report, 3/21/2011.

It would interesting to see similar tools used by directors at annual meetings. (see The Annual Meeting: From Gloss to Dialogue) Disclosure: The publisher of CorpGov.net has a very small long position in PGi.

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Intuit's Annual Meeting

Mathew Rafat attended Intuit’s (INTU) annual shareowner meeting on January 19, 2011. He is the only shareowner I know of who regularly reports on what goes on at the annual meetings he attends. In this post he doesn’t discuss proxy issues or resolutions, so I presume there was nothing of note. Still, if you’re a Intuit shareowner, you may find it interesting.  (via News From Intuit’s Annual Meeting: Evolving Software, Focusing on India – Seeking Alpha.)

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Seven Smart Practices for Shareowner Meetings

CII recently published Seven Smart Practices for Shareowner Meetings containing excellent advice for issuers on best annual meeting practices. It contains nothing that might be considered cutting edge, so should be easy for all companies to follow.

Although the guidance recommends hybrid, rather than virtual-only meetings, it contains no discussion of how electronically transmitted questions might be handled differently than in-person questions. For example, a more extensive discussion might recommend that all such questions be made visible to those attending so that it can be readily seen if softball questions are given priority.

The “Smart Practices” should be viewed as an excellent base from which to build. Here are the seven points but I encourage all to read the full discussion.

  1. Talk to your shareowners long before the big day.
  2. Make sure the meeting is reasonably accessible.
  3. Set fair policies for admission, disclose them clearly and enforce them consistently.
  4. Broaden participation without sacrificing the in-person meeting.
  5. Promote a substantive Q&A period.
  6. Treat presenters of shareowner resolutions with professionalism.
  7. Ensure the integrity of the vote.
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