Tag Archives | Bruce Herbert

RIA Hands Untied by SEC No-Action Denial

RIA Hands Untied

RIA Hands Untied

RIA hands untied by Newground Social Investments team and the SEC’s refusal to grant a no-action letter to Baker Hughes (BHI, $BHI) on February 22, 2016. Congratulations to Bruce Herbert and staff at Newground, as well as to their advisors.

We have discussed the importance of not counting abstentions before at Simple Majority Vote Counting Initiative for Proxies. Bruce has worked tirelessly in chipping away at vote counting deception for years… making some progress. However, what we are celebrating here are two precedents established that will ease the burden faced by Registered Investment Advisors (RIAs, Investment Advisor or Investment Adviser?) and their clients: Continue Reading →

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Simple Majority Vote Counting Initiative for Proxies

voteThis guest post from Bruce Herbert of Investor Voice provides an overview of a simple majority vote counting shareholder initiative, which seeks to eliminate abstentions from the denominator in calculating votes as well as super majority threshold requirements that have not been approved by shareholders.

“Fair corporate suffrage is an important right that should attach to every equity security bought on a public exchange.”

– U.S. House of Representatives, Securities Exchange Act of 1934 Continue Reading →

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Massey Energy Shareholder Wanted

Newground Social Investment is looking for a Massey Energy shareholder to file a corporate governance resolution regarding vote-counting.  They found out late last week that the shareholder that they were teaming up with did not qualify to propose the resolution, so they are scrambling at the last minute to find another Massey shareholder that does qualify to propose the resolution.

Companies (under Delaware law) can use variant vote-counting formulas that severely disadvantage shareholders, such that majority votes (using the required SEC formula for determining resubmission eligibility) get reported out to shareholders and the press as failing.

Massey did this last year on a shareholder-sponsored resolution — reporting a 53% vote as garnering only 36.8%.  Yet, the company counts differently for management-sponsored proposals — but in each instance they use the formula that most favors management.

The Seattle Times ran a story about this issue which provides further information.

It’s a very good resolution that, because it addresses fairness and shareholder democracy, should be equally appealing to progressive or conservative alike.

It will be a 1st-year resolution at Massey.

At another company Newground got an 17.8% 1st-year vote last year — this was with proxy services recommending against it.  This year the proxy advisory services are going to reverse course and recommend for it, so with that (along with everything else that’s gone on at Massey in 2010), this should end up being a very successful undertaking.

If you have held more than $2,000 worth of Massey shares and would like to help file this resolution, please contact Mark Schlegel at MoxyVote.com  or Bruce Herbert at Newground.

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Protesting Symantec's All-Virtual Meeting

Steven Towns, writing for Seeking Alpha (Questioning Symantec’s ‘Virtual’ Shareholder Meetings, 9/20/2010) joined CII, CalSTRS, CalPERS, USPX and others in objecting to an all virtual meeting held buy Symantec. This follows up on Ted Allen’s September 16, 2010 article for RiskMetrics, Investors Object to Symantec’s Virtual Annual Meeting, my post of September 7, 2010 (also on Shareowners.org) and USPX’s page of resources on the issue with copies of letters sent.

Bruce Herbert of Newground Social Investment tuned in to the meeting and apparently found it frustrating. I’ll give it a few days to see if anyone else in the press reports on the virtual-only meeting or maybe Herbert will blog about it. If not, I’ll give Symantec at least one more post. I urge all readers and all funds to write to Ms. Corcos of Symantec protesting the virtual-only meeting. Please cc USPX. See this USPX page for sample letters.

In an e-mail to me and others, Corcos indicated “Symantec received a Low Concern rating on each of the four categories that RMG evaluates:  Board Structure, Compensation, Shareholder Rights and Audit.”  Maybe RMG also needs to hear from shareowners.

Corcos goes on to say: “If stockholders preferences change, we will reconsider hybrid models for future meetings.” I take that to mean, if enough protest they will switch to a hybrid model. Shareowners should keep bombarding them with letters and e-mails until they publicly announce next year’s meeting will be a hybrid one. That will deter other companies from moving to virtual-only meetings.

Gary Lutin’s Shareholder Forum has done a great deal to date trying to come to grips with the various issues through his leadership and that of Avital Louria Hahn. I anticipate USPX, which intends to hold additional ongoing forums on the topic, will build on their work and extend it, developing a broad consensus among shareowners of best practices.

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Proxy Season Roundup

Bruce Herbert, President, and Larry Dohrs, Vice President of Newground Social Investment were interviewed by Diane Horn for the Sustainability Segment of Mind Over Matters, in an hour-long radio interview on June 12, 2010 at Seattle’s KEXP.  Herbert and Dohrs provide a great overview of SRI and a colorful review of the 2010 proxy season to date. Seattle is lucky to have such an informative radio program but the rest of us can all benefit by listening to the streaming archive that will still be up until about June 26, 2010.

The dynamic duo do a great job of covering governance, human rights and environmental issues in an easily understood manner. They discuss Newground’s proposals at Plum Creek Timber on vote counting, Microsoft and Starbucks on political transparency (including contributions to groups such as the US Chamber of Commerce), TJX to report on energy efficiency (reached agreement without the need to file resolution), McDonalds on supply chain disclosures, as well significant and new proxy proposals at other companies such as long term risks of natural gas company fracking.

I’m delighted that they were candid in both their praise of several companies they worked with but also with laggards, such as Chevron, which kept 20 people with legal proxies out of their meeting. Good emphasis on connection between values and investment and in highlighting the work of others, such as MoxyVote.com. I especially appreciated their closing comments, reminding listeners that coming together as a community we can do much more than we can as individuals. “Invest as if your grandchildren matter.” Even if you invest primarily because you love money, you should invest in a socially responsible manner so that there will still be something left worth spending it on.

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