CII 2023 Fall Conference. I hope to see many of you there. I’m excited about the theme, “Next Frontiers in Governance.” CII offers unprecedented opportunities to network, share best practices, and learn from others. The CII 2023 Fall Conference will be in-person only. Register for the conference in Long Beach, California. In preparing to meet […]
Many were not surprised when the SEC, under Trump appointees, made it more difficult for retail shareholders to submit proposals. Read about our ongoing efforts to overturn that roadblock at Restore Shareholder Proposal Rights. However, most will be surprised that Broadridge Financial Solutions filed a no-action request that could end meaningful proxy voting at meetings, […]
Testimony to CalPERS 3/13/2023, Investment Committee Item 6b, by Jim McRitchie, a retired member. Note: Actual testimony was limited to 3-4 minutes. This version is slightly longer and includes links. (more…)
Ownership: Reinventing companies, Capitalism, and Who Owns What by Corey Rosen and John Case should be read by every director on the board of public pension funds. I (James McRitchie) am planning to send a copy to all the board members of CalPERS once newly elected members take office next year. In celebration of […]
4 March 2022: Academic Definitions I added Bob Tricker’s new definition to a Library page on defining corporate governance. Corporate governance describes the way trust is shown, power exercised, and accountability achieved in corporate entities, for the benefit of their members, other stakeholders, and society. (Bob Tricker, The Future of Corporate Governance: A Personal Odyssey, 2022) […]
Proxy Season 2021 Investor Sentiment Study: Background Proxy Season 2021 Investor Sentiment Study finds the rise and influence of individual investors presents unique opportunities to engage new investors like never before. A new survey from Broadridge Financial Solutions (NYSE: BR) highlights how new and younger retail investors are thinking about investing and this year’s proxy […]
Virtual Shareholder Meetings 2021. The Report of the 2020 Multi-Stakeholder Working Group on Practices for Virtual Shareholder Meetings came out about a month ago. I (James McRitchie) was happy to participate in the group, which did a good job of considering diverse views. Kudos to Amy Borrus, Darla Stuckey, and Doug Chia. My major contribution ensured […]
Broadridge 2020 Annual Meeting of Stockholders will be held on Thursday, November 19, 2020, at 9:00 AM Eastern. Attend meeting online, vote your shares, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/BR20. You need the Control Number provided to you (usually by your broker or bank) to join the meeting. To enhance long-term value: […]
Chat Rooms are the key missing ingredient at virtual shareholder meetings. Virtual-only shareholder meetings increased dramatically (from 286 in 2019 to 2,200 so far in 2020) due to the Covid-19 pandemic. Chat rooms before and after meetings would allow shareholders to interact informally with each other and with corporate representatives, as they do at in-person […]
How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice, Miriam Schwartz-Ziv‘s new paper recently posted on SSRN will be the subject of a virtual seminar held on Wednesday, Sept 2nd, from 11 AM-noon EDT. See the link below. (more…)
Virtual meeting problems were highlighted in this excerpt from CII’s Weekly Governance Alert Vol 25, Issue 17 | April 30, 2020 by Rosemary Lally. I am reproducing below in order to ensure it gets wider distribution. Virtual meetings, in my experience, have been more problematic when hosted by Computershare than Broadridge but I have had […]
American values were recognized as at risk in 1932 when Adolf Berle and Gardiner Means argued that with dispersed shareholders, ownership has been separated from their control. (The Modern Corporation and Private Property) Ironically, concentration of equities under the umbrella of three or four indexed funds presents an opportunity to end that divide and make companies […]
The first part of an in-depth look at Virtual-Only Shareholder Meetings, a new front in corporate-investor engagement. Scenario 1: In-Person Shareholder Meeting A shareholder proposal calling for the chairman’s resignation is coming up for vote at the physical annual meeting of Acme Inc. In the packed hall, a supporter of the proposal rises to her […]
The “Proxy Access Battlefront” has shifted once again, as reported by Ning Chiu of Davis Polk (The Proxy Access Battlefront for Next Season? SEC Staff Rejects Attempt to Exclude Proxy Access Shareholder Proposal). Chiu’s post captures the trajectory of proxy access amendment efforts. (more…)
Have you heard the news? Broadridge amends proxy access bylaws on July 6, 2017, to do the following: Increase the number of stockholders that can aggregate their shares to make a proxy access Board nomination from 20 to 50 stockholders, Eliminate a requirement to count individual funds within a mutual fund family as separate shareholders […]
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 […]
There it was under my tree, Reeds delivered a corrected proxy for Christmas! Santa has finally been good to Reeds (REED) shareholders. I’m tacking notification of the corrected proxy as a sign that Founder/CEO, Christopher Reed might be at the start of a new attitude toward SEC rules and corporate governance, I changed my vote. […]
Driving Retail and Employee Votes The 2015 National Conference in Chicago, 6/24-27, was my first time attending one of the Society’s events. Part 1 and Part 2. Yes, I’m posting notes late but hopefully they are still useful. Panelists: Lawrence Dennedy, Irving Gomez, Martin Koopman, Theresa Molly In 2001 Prudential switched from a mutual to a public company, so they […]
At the beginning of June, I submitted a standard 3/3/25 proxy access proposal to Broadridge Financial Solutions, Inc. (NYSE:BR). Like Whole Foods Market (WFM) and H&R Block (HRB), Broadridge also preempted the shareholder’s meeting by adopting a lighter version of proxy access. As I did at the other two firms, I declared victory at Broadridge […]
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…)
Broadridge Financial Solutions, Inc. (BR), which provides investor communications and technology-driven solutions for the financial services industry, is one of the stocks in my portfolio. Their annual meeting is coming up on 11/13/2014. ProxyDemocracy.org had collected the votes of two funds when I checked on 11/3/2014. I voted with management 80% of the time and assigned them a proxy […]
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 […]
Yesterday, I posted a recent letter to the editor of Pensions & Investments praising their editorial, Winning Over Proxy Voters, which argues that institutional investors have a fiduciary duty to announce their proxy votes in advance of annual meetings, if doing so is likely to influence voters. If institutional investors heed their call, it will speed […]
Broadridge Financial Solutions $BR is one of the stocks in my portfolio. Their annual meeting is coming up on 11/14/2013. ProxyDemocracy.org had collected the votes of one fund when I checked on 11/8/2013. I voted with management 92% of the time. View Proxy Statement. (more…)
Inside Investor Relations (IR) had an important article on July 30th, On the Way to the Investor Forum that raised the question: do companies really want to encourage their shareholders to chat about them in online forums? Wouldn’t it create a lot of work for investor relations officers (IROs) “who are responsible for monitoring these online […]
Steven Hall Partners published a list of all the failed “say on pay” votes this season to date. 56 companies failed with an average 60% ‘Against’ vote. Two additional company received less than 50% ‘For’ but considered the vote a win because ‘For’ votes outnumbered ‘Against’ votes due to abstentions. I say they’re crazy. They failed. […]
Time to Move Down the Food Chain With Proxy Proposals How does director voting look so far this year? Eighty percent of directors up for election received over 90% shareholder support. And nine of ten received at least 80% support. Directors of large-cap companies had the highest rate of support, averaging 95% approval. Small cap and […]
That was the blaring headline in Ross Kerber’s article for Reuters yesterday. Unfortunately, they didn’t dump one-click voting; they renamed it. The real change was almost entirely for appearances. We no longer have a “Vote with the Board’s Recommendations” button. Instead, we have a “Submit” button. What happens when you hit that button and don’t […]
I found another case of corporate elections where ballot measures failed to be identified “clearly and impartially.” This time at Oshkosh ($OSK). Should we be surprised? Isn’t it time you took a minute out of your day to send a message to the SEC asking for an end to such abuses? Broadridge claims: When it comes to […]
Malcolm Gladwell’s book The Tipping Point: How Little Things Can Make a Big Difference discusses the “Broken Window theory. If a window is broken and left unrepaired, people walking by will conclude that no one cares and no one is in charge. Soon, more windows will be broken, and a sense of anarchy will spread. In […]
My proposal to declassify the board at United Natural Foods, Inc. ($UNFI) passed by an overwhelming margin of 87.89%: 38,086,048 for 5,248,963 against See their 8-K filing. Text (pdf) of proposal and opposition. Of course, the margin would have been even higher without insider holdings and blank votes going to management. Have we turned the corner on declassification measures […]
I attended a virtual-only meeting of United Natural Foods, Inc. yesterday and was pleased that a majority of shares were voted in favor of my proposal to declassify the board. That, combined with a move to majority vote requirements for directors a few years ago, helps move UNFI ($UNFI) into the center of the pack […]
Turkey became the first country to require issuers to offer electronic proxy voting with the 1 October inauguration of a voting platform from MKK called e-GEM. The system will stream annual general meetings (AGMs) real time and let shareowners communicate with each other, vote before the meeting, and even change their vote as an annual […]
Glyn Holton, the executive director of USPX, once again expresses his concerns over efforts by Broadridge Financial Solutions to make virtual meetings palatable to shareowners. I urge you to (more…)
The Changing Profile of Board Recruitment, in the November/December issue of The Corporate Board by Bonnie W Gwin of Heidrick & Struggles, discusses a continued risk aversion among the leadership of the Fortune 500. Companies seeking to fill directors’ chairs with only current or former CEOs will find it nearly impossible to increase diversity on […]