Tag Archives | ceo

Musk Steps Down as Tesla Chairman

The Securities and Exchange Commission announced today that Elon Musk, CEO and Chairman of Silicon Valley-based Tesla, Inc., has agreed to settle the securities fraud charge brought by the SEC against him last week. Musk has done with his tweets what shareholders have been unable to do. This year a proposal to require an independent board chairman won only 16% of the votes. See Tesla 2018 Proxy Decisions Crucial. Maybe we will now get traction on other issues as well. Continue Reading →

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Nell Minow: Only Corporate Governance Can Save the World

Nell Minow is one of my heroes. Her 1991 book with Bob Monks, Power and Accountability: Restoring the Balances of Power Between Corporations and Society, helped me give a name and framework to what I thought was the world’s most important overlooked problem — corporate governance.

During the last 27 years, I have never met anyone else in the field of corporate governance as witty, insightful or quotable as Nell Minow. She demonstrates these qualities and more in a recent lecture delivered at Sarah Lawrence. Continue Reading →

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Interfaith Center on Corporate Responsibility Welcomes New CEO, Josh Zinner

ICCR

Josh Zinner

Josh Zinner

ICCR’s Board of Directors announced that Josh Zinner will be assuming the role of ICCR’s new Chief Executive Officer, effective January 4th2016.

Josh Zinner comes to ICCR with 20 years’ experience as a non-profit leader, coalition-builder and policy advocate. For the past eight years Josh has co-directed the New Economy Project, an organization that works with community groups to promote economic justice – through policy advocacy, litigation, coalition building, shareholder action, community education, and research – and has been at the forefront both locally and nationally in the fight against discriminatory financial practices. Continue Reading →

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SEC’s CEO Pay Rules Should Provoke Internal Pay Exam

CEO pay rules proposed by SEC

CEO pay rules proposed by SEC: Borrowed from https://www.linkedin.com/pulse/top-13-ways-grow-healthy-inbound-customer-call-center-tasha-hickman Good news but let’s not get carried away.

Tom Croft of Heartland Capital Strategies had a good post the other day on the proposed CEO pay rules:

The US Securities Exchange Commission (SEC) voted to adopt a new CEO-Worker Pay Ratio Rule at its August 5 Meeting, passing the rule mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (five years later).
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July 2010, 2005, 2000 in Corporate Governance History

Mr. Peabodys WayBackMachineI don’t think we’ve gone back in time all year… too busy with proxy season. Join us as Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago. Yes, many links are broken. The world and the internet move on… still, it is worth a few minutes to reflect on where we’ve been.

Five years ago in Corporate Governance

What Would Proxy Access Look Like if Done Right?

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LinkedIn Corporation: Proxy Score 17

LinkedIn CorporationLinkedIn Corporation (LNKD), together with its subsidiaries, operates an online professional network worldwide. It is one of the stocks in my portfolio. Their annual meeting is coming up on 6/3/2015. ProxyDemocracy.org had the vote of two funds when I checked and voted on 5/28/2015.  I voted with management 17% of the time and assigned LinkedIn Corporation a proxy score of 17.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the LinkedIn Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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PDL BioPharma: Proxy Score 40

PDL BioPharmaPDL BioPharma Inc (NASD:PDLI), one of the stocks in my portfolio, manages a portfolio of patents and royalty assets in the United States and Europe. The company is involved in the humanization of monoclonal antibodies and the discovery of a new generation of targeted treatments for cancer and immunologic diseases. Their annual meeting is coming up on 5/28/2015. ProxyDemocracy.org had the votes of one fund when I checked on 5/19/2015. I voted with Board recommendations 40% of the time. Continue Reading →

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BlackRock: Proxy Score 65

BlackRockBlackRock, Inc. (NYSE:BLK), one of the stocks in my portfolio, provides investment management, risk management and advisory services for institutional and retail clients worldwide. Their annual meeting is coming up on 5/28/2015. ProxyDemocracy.org had the votes of one fund when I checked on 5/19/2015. I voted with Board recommendations 65% of the time.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the BlackRock 2015 proxy to enhance corporate governance and long-term value.  Continue Reading →

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Illumina: Proxy Score 37

IlluminaIllumina, Inc. (NASD:ILMN), one of the stocks in my portfolio, is a developer and manufacturer of life science tools and integrated systems for the analysis of genetic variation and function.  Their annual meeting is coming up on 5/27/2015. ProxyDemocracy.org had the votes of two funds when I checked on 5/18/2015. I voted with Board recommendations 37% of the time.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Illumina 2015 proxy to enhance corporate governance and Continue Reading →

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DigitalGlobe: Proxy Score 33

DigitalGlobeDigitalGlobe Inc (NYSE:DGI) one of the stocks in my portfolio, offers earth imagery products comprising imagery from its constellation of high-resolution satellites, as well as satellite and aerial imagery acquired from third party suppliers. Their annual meeting is coming up on 5/26/2015. ProxyDemocracy.org had the votes of two funds when I checked on 5/15/2015. I voted with Board recommendations 33% of the time. Continue Reading →

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NextEra Energy: Proxy Score 64

Nextera EnergyNextEra Energy Inc (NYSE:NEE), one of the stocks in my portfolio, generates, transmits, and distributes electric energy in the United States and Canada. Their annual meeting is coming up on 5/21/2015. ProxyDemocracy.org had the votes of two funds when I checked and voted on 5/14/2015. I voted with management 64% of the time and assigned NextEra Energy a proxy score of 64.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the NextEra Energy 2015 proxy to enhance corporate governance and long-term value. Continue Reading →

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American Tower: Proxy Score 60

American TowerAmerican Tower Corp (NYSE:AMT), one of the stocks in my portfolio, operates and develops wireless and broadcast communications real estate with a portfolio of over 87,000 communications sites. Their annual meeting is coming up on 5/20/2015. ProxyDemocracy.org had the votes of one fund when I checked and voted on 5/13/2015. I voted with management 60% of the time and assigned American Tower a proxy score of 60. Continue Reading →

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ITC Holdings: Proxy Score 43

ITC HoldingsITC Holdings Corp. (NYSE:ITC), one of the stocks in my portfolio, is an online and technology-enabled quick-turn manufacturer of custom parts for prototyping and short-run production. Their annual meeting is coming up on 5/20/2015. ProxyDemocracy.org had the votes of one fund when I checked and voted on 5/13/2015. I voted with management 43% of the time and assigned ITC Holdings a proxy score of 43. Continue Reading →

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3D Systems Corporation – Proxy Score 67

3D Systems3D Systems Corporation (NYSE:DDD) is one of the stocks in my portfolio. The Company is a provider of three-dimensional (3D) printing centric solutions. Their annual meeting is coming up on 5/19/2015. ProxyDemocracy.org had the votes of 0 funds when I checked and voted on 5/10/2015. I voted with management 67% of the time and assigned 3D Systems a proxy score of 67.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the 3D Systems 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Ford Motor Company (NYSE:F): Proxy Score 47

fordFord Motor Company (NYSE:F) is one of the stocks in my portfolio. Ford Motor Company (Ford) is a manufacturer of automobiles is engaged in other businesses, including financing vehicles. Their annual meeting is coming up on 5/14/2015. ProxyDemocracy.org had the votes of three funds when I checked and voted on 5/7/2015. I voted with management 47% of the time and assigned Ford a proxy score of 47.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Ford 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Chipotle Mexican Grill (CMG): Proxy Score 24

Chipotle Mexican GrillChipotle Mexican Grill, Inc. (NYSE:CMG) is one of the stocks in my portfolio. Chipotle Mexican Grill develops and operates fast-casual, fresh Mexican food restaurants throughout the U.S., which serve a focused menu of healthy burritos, tacos, burrito bowls and salads. The company also has restaurants in Canada, England, France and Germany. Their annual meeting is coming up on 5/13/2015. ProxyDemocracy.org had the votes of four funds when I checked and voted on 5/6/2015. I voted with management 24% of the time and assigned Chipotle Mexican Grill a proxy score of 24. Continue Reading →

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Impax Laboratories Inc (IPXL) Proxy Score 45

Impax LaboratoriesImpax Laboratories Inc (NASD:IPXL) is engaged in the development, manufacture and marketing of bioequivalent pharmaceutical products (generics), in addition to the development and marketing of branded products. It is one of the stocks in my portfolio. Their annual meeting is coming up on 5/12/2015. ProxyDemocracy.org had the votes of one fund when I checked and voted on 5/6/2015. I also obtained the votes of CalSTRS, voted with management 45% of the time and assigned Impax Laboratories a proxy score of 45.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Impax Laboratories 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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3M Co (MMM): Proxy Score 58

3M3M Co (MMM), which operates as a diversified technology company worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 5/12/2015. ProxyDemocracy.org had the vote of four funds when I checked and voted on 5/7/2015.  I voted with management 58% of the time and assigned 3M a proxy score of 58.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the 3M 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Marriott International Inc (MAR): Proxy Score 71

Marriott InternationalMarriott International Inc $MAR is one of the stocks in my portfolio. They operate and franchise of hotels, corporate housing properties, and timeshare properties under numerous brand names which includes Bulgari Hotels & Resorts, The Ritz-Carlton Destination Club, The Ritz-Carlton, JW Marriott, EDITION, Autograph Collection, AC Hotels by Marriott, Renaissance Hotels, Marriott Hotels & Resorts, Courtyard by Marriott, SpringHill Suites by Marriott, Fairfield Inn & Suites by Marriott, Residence Inn by Marriott, TownePlace Suites by Marriott, Marriott ExecuStay, Marriott Executive Apartments, Marriott Vacation Club, Grand Residences by Marriott. Their annual meeting is coming up on 5/8/2015. ProxyDemocracy.org had the votes of two funds when I checked and voted on 4/30/2015.  I voted with management 71% of the time and assigned Marriott International a proxy score of 71. Continue Reading →

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EMC Corporation (EMC): Proxy Score 56

EMCEMC Corporation (EMC), which develops, delivers, and supports information infrastructure and virtual infrastructure technologies, solutions, and services, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/30/2015. ProxyDemocracy.org had the vote of three funds (I added CalSTRS) when I checked and voted on 4/26/2015. I voted with management 56% of the time and assigned EMC a proxy score of 56. Continue Reading →

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Fluor Corporation (FLR): Proxy Score 64

Fluor CorporationFluor Corporation (FLR), which provides engineering, procurement, construction, fabrication and modularization, commissioning and maintenance, and project management services worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/30/2015. ProxyDemocracy.org had the vote of one fund when I checked and voted on 4/23/2015. I voted with management 64% of the time and assigned Fluor Corporation a proxy score of 64.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Fluor Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Runaway Management: SVDX/Rock Center Event

RunawayIt was another great jointly sponsored event at Stanford Law on April 16, 2015 – this one on runaway management teams.

As noted in the promo for the event:

Board membership is difficult enough these days, even when the relationship between board and management functions well. But when faced with runaway management teams, the situation can quickly devolve, increasing business and legal risks for the company and its board members. What key principles should guide directors and their advisors when a management team ignores the board’s advice or refuses to keep the board fully informed on important business developments and strategic issues? What practical steps should board members consider when facing management teams who will not heed strategic advice? That elevate their own interests above those of the company? Or that engage in questionable and self-serving practices? Should a board member take control of the situation? Call a litigator? Fire the CEO? Resign?

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To Split or Not to Split? Independent Chair Proposals at Disney & Starbucks

Proxy MosaicThere has been much controversy in recent years surrounding the dual role of chair and CEO. The number of independent chair shareholder proposals seeking to separate the two positions has increased significantly and continues to rise. Both Disney and Starbucks have faced this issue in the past and shareholders once again have proposed to split the roles of chairman and CEO.

Will the momentum behind the independent chair proposals be enough to carry the vote? Or will Disney’s and Starbucks’ recent positive performance shield them from the ire of corporate gadflies? Can a combined chair-CEO truly be subject to adequate oversight?

Join Proxy Mosaic in a free webinar as they host a panel of experts to explore and debate these important issues. Continue Reading →

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Directors Forum 2015: Part 1

Directors Forum 2015 Opening Reception

Directors Forum 2015 Opening Reception

Disclaimer: I’m sharing a few notes from Directors Forum 2015 held at San Diego University beginning 2/25/2015 and ending 2/27/2015. The Forum was held under the Chatham House Rule, so you won’t read any juicy tidbits here. However, I do hope to give readers some flavor of the topics discussed and a little on the general range of opinions. I have take slight liberties with the rule with regard to individual featured speakers, giving some sense of their talks without revealing the specifics of cases raised or providing quoted material of any substance. My notes are sometimes cryptic. Sorry but my time is better spent on other activities.

Tom Ridge

Tom Ridge

Directors Forum 2015: Sunday

Thomas J. RidgeCEO, Ridge Global, LLC

The Honorable Tom Ridge is the CEO of Ridge Global, which helps businesses and governments address risk management issues. He was the first Secretary of the U.S. Department of Homeland Security, another call to service for the former soldier, congressman and governor of Pennsylvania. Governor Ridge was the keynote speaker at the opening dinner. Continue Reading →

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Say-On-Pay Key Coordination Issues

Say-on-Pay (SOP)A recent paper [Miriam Schwartz-Ziv and Russ Wermers,  Do Small and Large Shareholders Have a Say-on-Pay? (October 15, 2014) available at SSRN] investigates the voting patterns of shareholders on Say-On-Pay and finds that ‘small’ shareholders are more likely than large shareholders to use the non-binding Say-On-Pay vote to govern their companies, are more likely to vote for an annual Say-On-Pay vote, and are more likely to vote “against” Say-On-Pay (i.e., to vote against the pay package). Continue Reading →

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