With boards of directors under a microscope in today’s world, they must show how their work contributes to the success of the companies they oversee, and build trust with shareholders. For many of these shareholders, a company’s proxy statement is their only chance to look into the key aspects of the boardroom. So the goal […]
Update: Preliminary voting results indicate that our proxy access proposal got 39% of the vote. Yes, the proposal could have been worded to more closely conform to the Rule 14a-11 standards. Hopefully, Apple got the message and will propose a “best practices” revision of their articles and bylaws as needed for the 2016 annual meeting. […]
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 […]
Let’s just label these notes as “for entertainment purposes only.” Attending the conference was a real pleasure. Unfortunately, I was too busy catching up with people to take more than impressionistic notes at a few of the discussions. Prepare to be frightened about global climate change and our irresponsibly slow pace addressing the catastrophic consequences […]
Governance Minutes: 6/25/12 (more…)
I get frequent alerts for news on shareowner activism from various sources. I’ve seen this press release sent out by Susman Godfrey L.L.P. concerning their win against a small shareowner pop up so many times I can no longer ignore it. (more…)
Last year, KBR sued investor and USPX member John Chevedden after he submitted a proxy proposal seeking annual elections, rather than the current (more…)
Jessica Holzer, writing for The Wall Street Journal informs readers this morning, Firms Try New Tack Against Gadflies: Corporations Look to Block Shareholder Activists’ Proposals by Challenging the Size of Their Stakes – WSJ.com. Companies have long viewed shareholder activist John Chevedden as a pain. The retired aerospace worker and his network of like-minded activists […]
Your right to file a proxy without being hauled into court or having your proposal ignored is at risk. I urge readers to raise the profile of the SEC’s failure to act by sending e-mails to the Office of Chief Counsel at shareholderproposals@sec.gov and the Chairman at chairmanoffice@sec.gov. I also recommend you fill out the complaint form at https://tts.sec.gov/oiea/QuestionsAndComments.html, since […]
The American Civil War began on April 12, 1861 or 150 years ago today. Texas companies now appear to believe they are again outside the United States with respect to federal laws regarding proxies, based on the flawed decisions of Judge Lee H. Rosenthal. As reported at theCorporateCounsel.net on April 5th: KBR filed a lawsuit in […]
We all know the drill. Shareowners submit their proposals to corporations for various governance and social concerns. Companies hire lawyers to file no-action requests with the SEC. If the SEC grants their request, they won’t take any action against the company if it does not include the shareowner’s proposal in their proxy. But what if […]
In separate rulings, SEC staff rejected requests by Prudential Financial, Union Pacific, and Devon Energy to omit governance proposals filed by John Chevedden. They argued Chevedden’s proof-of-ownership letters did not comply with SEC Rule 14a-8(b). However, each of his broker’s letters stated that Chevedden holds shares through them and they also identified a member of […]
It’s a case of legal déjà vu for John Chevedden. The retired aerospace worker and shareholder activist is once again facing a legal challenge in his attempt to submit a proposal to shareholders of a public company. This time, it’s KBR. Last year, Chevedden was sued by Apache Corp., which rejected his shareholder proposal because […]
As reported last week by Glyn Holton in the Investor Suffrage News, available through subscription, investors won another round with the SEC’s denial of a no-action letter to News Corp. From that News: You may recall last spring’s Apache vs. Chevedden lawsuit. It was a classic SLAPP (strategic lawsuit against public participation) suit, with Apache […]
John Chevedden recently had one of his more common shareowner proposals at Devon Energy (update at bottom): Resolved, Shareholders request that our board take the steps necessary so that each shareholder voting requirement in our charter and bylaws, that calls for a greater than simple majority vote, be changed to a majority of the votes […]
Robert A.G. Monks submitted a couple of shareowner proposals asking for chair and CEO positions to be split. The companies appealed to the SEC and were granted no-action letters… the SEC would take no action if the companies left the proposals off their proxies. Now Monks says the SEC should get out of the business […]
John Chevedden forwarded a report he received from on Apache’s annual meeting. No one spoke on the vote [ballot] items. I saw no press. The meeting length was 1.5 hours and well presented. There was a power point presentation by all three execs. Estimated attendance is 400 persons. I think mostly employees. Farris spoke the […]
It would appear that Apache v. Chevedden is now fading into oblivion. Two companies have sought no-action letters based Apache-inspired arguments. Both have failed. To briefly review: Susman Godfrey L.L.P. Wins First-of-Its-Kind Judgment for Apache Against Shareholder Activist, MSN Money, 3/12/10; Susman Godfrey L.L.P. Wins First-of-Its-Kind Judgment for Apache Against Shareholder Activist, Forbes, 3/12/10; Susman […]
There seems to have been more news coverage going into court than coming out. Although the United States Proxy Exchange, which submitted an amicus curiae memorandum to protect shareowner rights, and Susman Godfrey L.L.P., who’s firm sued John Chevedden on behalf of Apache, both issued press releases, only Susman Godfrey’s seem to have been read […]
March 10, 2010, Press Release from the United States Proxy Exchange (USPX). Shareowners are celebrating a dramatic win in the Apache vs. Chevedden lawsuit, which was decided in an expedited manner by Judge Lee H. Rosenthal in Federal District Court in Houston today. Shareowners were glum when the judge’s decision first arrived. It started by […]
As regular readers know, I’ve joined with Glyn Holton of the United States Proxy Exchange (USPX) recently in defending a direct assault on shareowner rights that came in the guise of a lawsuit by Apache, a $33 billion company, against John Chevedden. (see Who Should Submit Shareowner Proposals?, HLS Forum on Corporate Governance and Financial […]
In Apache v. Chevedden, Apache’s court brief says: “When it comes to shareholder proposals, Apache is the ‘David’ and Chevedden is the ‘Goliath.’” That seems strange coming from a $33 billion market cap company. However, after reading their brief, I agree; the company seems to be at a disadvantage. They don’t seem to know how […]
The drama of a retail investor fending off a sweeping lawsuit by a $33 billion corporation took a dramatic turn today, as the United States Proxy Exchange (USPX) intervened, filing an amicus curiae (friend of the court) brief in Federal District Court in Houston. John Chevedden, a retail investor and champion of shareowner rights, is […]
The 2-15-10 court brief from Apache includes the following statement: “When it comes to shareholder proposals, Apache is the ‘David’ and Chevedden is the ‘Goliath.’ ” That seems strange to me coming from a company with a $33 billion market cap. I know John Chevedden and he is no Warren Buffet, when it comes to […]
As reported in Risk & Governance Blog (1/13/10), theCorporateCounsel.net Blog (1/13/10), GlobalProxyWatch (1/15/10), and by Gary Lutin via e-mail (1/15/10), Houston-based Apache has sued shareowner activist John Chevedden, contending that he failed to meet the proof-of-ownership requirements in SEC Rule 14a-8(b) required to submit a resolution. See Apache v Chevedden. Chevedden provided documentation of his ownership but […]