Tag Archives | bylaws

CSR Investments

CSR Investments May Someday Drive CalPERS

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…)

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FedEx 2018

FedEx 2018 Proxy Voting Guide

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…)

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Broadridge Amends Proxy Access

Broadridge Amends Proxy Access: Allows 50

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 […]

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Microsoft

Microsoft: Another Win for Proxy Access Lite

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 […]

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H&R Block Adopts Proxy Access; Should I Withdraw?

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 […]

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Quick Bites on CorpGov

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 […]

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Corporate Governance Bites

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 […]

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Why Precatory Proxy Access Proposals?

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 […]

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Proxy Access: Next Steps for Shareowners

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 […]

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End to Forum Shopping?

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 […]

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