Fair elections have long been a major concern. When I started CorpGov.net in 1995, most directors were probably chosen by CEOs. Elections resembled those of North Korea. Vote for management’s slate or withhold your vote. Fair elections? I didn’t think so. My friends toiled mostly in socially responsible investments, focused on double bottom line impacts and […]
BlackRock 8-K of October 6th contains good news for shareholders. I frequently complain about BlackRock because their actions, especially proxy voting, are out of sync with their positive ESG statements. (see BlackRock Action Update) However, it is also appropriate to give their board credit for proposing important corporate governance reforms to be voted at the […]
CSR investments may someday drive investments at CalPERS. That possibility is many years off but may a get start at the California State Retirees (CSR) Delegate Assembly, held October 22-23 in Sacramento. CSR is smaller than many of the unions representing currently employed public employees in California but our members vote. (more…)
The FedEx 2018 annual meeting is September 24th. Vote AGAINST John A. Edwardson, Paul S. Walsh, Marvin R. Ellison, John C. (“Chris”) Inglis, Shirley Ann Jackson and Susan C. Schwabas, as well as the pay package. Vote FOR all three shareholder proposals. (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 […]
As you may have read by now Microsoft Makes It Easier for Shareholders to Nominate Candidates to Board, another company where we filed for proxy access has adopted proxy access lite. We were glad to play a role in negotiating the change on behalf of shareholders and withdrew our proxy access proposal contingent on the Board’s […]
Whole Foods Market (WFM) has informed me, without any attempt to negotiate terms over my submitted proposal, their board went ahead in adopting proxy access bylaws. See 8-K and amended bylaws. They have asked if I now want to withdraw my proposal. As I did for H&R Block, below I attempt to weigh the pros and […]
H&R Block Inc. (HRB) has informed me, without any attempt to negotiate terms over my submitted proposal, that their board has gone ahead and adopted proxy access bylaws. In their words: The key provisions included in the Company’s proxy access bylaw provision are substantially consistent with the Proposal. Given that the purpose of the Proposal […]
Prudential $PRU is winning widespread praise for adopting proxy access before even facing a proposal on that subject from shareholders. However, there is at least one provision that would be a deal breaker for me if I were negotiating with them on the topic. (more…)
Don’t miss the following great reads: Eleanor Bloxham, CEO of The Value Alliance Activist shareholders’ top priorities for 2014. A must read for directors and shareowners alike. Here’s the first paragraph. Many of us free ride on actions taken by active, long-term shareholders. These unsung heroes goad managers and boards to reach better decisions, make available […]
Continuing challenges to exclusive forum bylaw provisions – Lexology An increasingly popular trend in recent years has been the adoption by Delaware public companies of an exclusive forum provision in their bylaws. An exclusive forum provision generally provides for the Delaware Court of Chancery to be the exclusive forum for certain disputes (including derivative actions, breach […]
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 […]
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 […]
As I indicated in What Would Proxy Access Look Like if Done Right? the ruling that struck down the SEC’s main proxy access Rule 14a-11 didn’t strike down amendments to Rule 14a-8(i)(8), allowing shareowners to resume filing proxy access precatory and bylaw proposals. Those amendments were placed on hold by the SEC last October after […]
The always creative Joe Grundfest, a Stanford Law School professor and former SEC commissioner, proposes that public companies adopt charter provisions to select in advance the forum where shareholder litigation would occur… Delaware, in most cases. He argues: Forum selection clauses are common in commercial agreements. They are also broadly respected and readily enforced, even […]