Corporate Governance Risks at Tesla: Corporate Governance Risks at Tesla, a notable post yesterday from AInvest Fintech Inc. I think I corrected their AI-generated cartoon. Here’s my summary and thoughts, including how I voted at Tesla. (more…)
Tag Archives | Chevedden
John Chevedden: Economy-Class Investor Advocate
I’m not sure what happened to a missing post I wrote in 2013 about one of my heroes, John Chevedden, but I’m sure it had a link to a piece by Ross Kerber at Reuters. Here I’ll update that missing post from the past and reflect on John’s continuing impact, including the 2025 season. Back […]
HB 4115: Texas to Gut Shareholder Rights – 1/27/2026 update
I understand HB 4115 will be voted on the Texas House floor this week. SB 1057 has already passed the Senate. If the bill is signed into law, companies like Tesla, which have not yet filed their proxies, could opt into the bill’s provisions by amending their governing documents and including that information in their […]
Shareholder Proposals: An Essential Right
SRG Responds to HP, (SEC Commissioner Hester Peirce). Peirce wants to ensure shareholders who file resolutions have “some meaningful economic stake or investment interest in a company.” Our lawsuit against the SEC for a previous rulemaking by Chair Clayton, with the help of Peirce, which increased the qualifications for filing a shareholder proposal tenfold, is […]
Tesla 2024 Proxy Votes
Tesla 2024 Proxy Votes. James McRitchie’s Proposal for the annual election of all directors is one of several items to be voted on before or during the Tesla (TSLA) annual meeting on June 13, 2024, at 1:30 a.m. Pacific time. Attend the annual meeting online or in person. I suggest you vote in advance. However, you […]
DexCom 2024 Pay Gap Disclosure
DexCom 2024 – Vote AGAINST Sayer, Altman, Augustinos, Collins, Dahut, Heller, Malady, Auditor, Pay. Vote FOR Driscoll, Foletta, Topol, Pay, Pay Equity Disclosure, Transparency in Lobbying
Boeing 2024 Proxy Votes
Boeing 2024. James McRitchie’s Proposal for a Paygap report is one of several items to be voted on before or during the Boeing Company (BA) annual meeting on May 17, 2024, at 5:30 a.m. Pacific time. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote during the meeting with […]
IBM 2024 Climate Lobbying
IBM 2024 Proxy. Vote Against Brown, Buberl, Farr, Krishna, Liveris, Miebach, Pollack, Waddell, Zollar, Rubash, Pay, and #5 China; FOR #4, #6, #7, #8 on Lobbying, Written Consent, Climate Lobbying, and CO2 Targets.
Cognizant 2023: Fair Elections
Cognizant 2023. Fair Elections is just one of several issues to be voted on before the annual meeting at 6:30 am Pacific on June 6, 2023. Vote AGAINST Bali, Deskus, Mackay, Jr., Patsalos-Fox, Velli, Wijnberg, pay, incentive plan; FOR employee stock plan, auditor, fair elections, ratify termination pay. Join the meeting with your control number. […]
Presentation by Phone: SEC Guidance
Presentation by Phone. John Chevedden recently reminded me, “I just got the first company to have a 2022 in-person annual meeting to give me a telephone number for my telephone presentation of my rule 14a-8 proposal.” (more…)
Spring 2020 CorpGov.net Proxy Proposal Results
Spring 2020 CorpGov.net Proxy Proposal results are in. Once again, rules proposed by the SEC would likely cost shareholders billions of dollars because of delayed good governance practices. Since the SEC has not yet finalized their costly rulemaking, I filed the following update on their proposed Procedural Requirements and Resubmission Thresholds under Exchange Act Rule […]
Netflix 2020 Proxy Scorecard
Netflix 2020 annual meeting is 6/4/2020 at 3PM Pacific virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST all Directors, Auditor, Pay, Stock Plan, EEO Ideology Risk Report. Vote FOR Political Disclosure, Simple Majority Vote. See list of all virtual-only meetings maintained by ISS. Vote by […]
American Tower 2020 Political Contributions & Spcial Meetings
American Tower 2020 virtual annual meeting is 5/18/2020 at 9AM Pacific. I am not sure if shareholders will be able to vote online during the meeting. To enhance long-term value: Vote AGAINST Dolan, Sharbutt, Auditor and Executive Pay. Vote FOR Political Contributions Report, Special Meetings. See list of all virtual-only meetings maintained by ISS. (more…)
Union Pacific 2020 Chair & Climate
Union Pacific 2020 annual meeting is 5/14/2020 at 6AM Pacific virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST Card, Fritz, McCarthy and McLarty, Auditor, Pay. Vote FOR Independent Board Chair and Climate Report. See list of all virtual-only meetings maintained by ISS. (more…)
SEC Release Comments Due Today
SEC Release File No. S7-23-19 comments are due today. This Release and that of File No. S7-22-19 are the most dangerous I have seen during my twenty-five years of blogging. Both would make corporations less accountable to their owners and the public. Both would help turn corporate governance into a more democratic-free zone. Thousands of comments opposing […]
File No. S7-23-19 by the Questions
File No. S7-23-19 would set draconian requirements to submit and to resubmit shareholder proposals based on the desire of entrenched managements and boards to thwart accountability and to create democratic-free zones around corporate governance.
Proposals Under Attack by SEC
Proposals & shareholders are under attack by the SEC. Review finds no necessity for SEC proposed rules and a likely market cost of billions of dollars in American wealth. (more…)
The Costs and Benefits of Shareholder Democracy
The Costs and Benefits of Shareholder Democracy (download from SSRN) by Nickolay Gantchev and Mariassunta Giannetti was referenced several times in the SEC’s proposed rulemaking to “modernize” the shareholder proposal process by making corporations more of democratic-free. The research was also referenced by two SEC Commissioners at the meeting when the proposal was initially voted […]
McRitchie 2019 Proxy Season Win for Market Beta
McRitchie 2019 proxy season results are not something I normally report. It feels too much like bragging. I do my work to drive better, more accountable corporate governance. However, the SEC’s Division of Corporate Finance is “considering recommending that the Commission propose rule amendments regarding the thresholds for shareholder proposals under Rule 14a-8.” It is […]
Small Shareholders Critical to Democracy
Some corporations and lobbying organizations claim small shareholders (Chevedden, McRitchie/Young, and the Steiners) submit 40% of proposals, most fail and we are forcing companies to waste money. Actually, small shareholders are critical to democracy. This is an old complaint. A 1947 hearing on proxy rules before a House Committee charged shareholder proposal rules would provide a […]
Chevedden Group Proxy Proposals
For years, the “Chevedden group” (Chevedden, McRitchie/Young and Steiner) has focused almost exclusively on governance proposals. More democratic corporations are likely to listen to their shareholders on other issues as well. Democracies facilitate voice and the exchange of ideas. Fighting for environmental and social issues, while extremely important, felt like addressing symptoms, rather than root […]
Main Street Investors: Battle Coming
The battle over Main Street Investors could determine the future of the American economy for decades to come. According to Cydney Posner of Cooley PubCo, on one side are those who believe investors must focus on maximizing financial return and management knows best. On the other side are those who want to broaden the focus […]
Exempt Solicitation Use Surges
Exempt solicitation use by shareholder proponents will continue to surge. Almost six years ago, SharkRepellent.net documented the rising use of PX14A6G filings. (Proponents Increasingly Proactive Promoting Their Issues by John Laide) Read any good PX14A6G filings lately? During the 2012 proxy season, sponsors of shareholder proposals have been increasingly making use of rules allowing them […]
Investor Response to Chamber: Don’t Gut Rights
Investor Response to Chamber: Letter Representatives of hundreds of investors with trillions of dollars in assets delivered a letter to the SEC on November 9, 2017, An Investor response to U.S. Chamber’s Proposal to Revise SEC Rule 14a-8 (report). We noted with interest the November 1, 2017, guidance contained in Staff Legal Bulletin No. 14I. […]
Caterpillar Inc Proxy Voting Guide
Sorry, this Caterpillar Inc Proxy Voting Guide comes late, since tomorrow is the last day to vote unless you attend the annual meeting. Caterpillar Inc. (CAT) manufactures and sells construction and mining equipment, diesel and natural gas engines, industrial gas turbines, and diesel-electric locomotives for heavy and general construction, rental, quarry, aggregate, mining, waste, material […]
Business Roundtable to SEC: Muzzle Shareholders
As I indicated yesterday, I have been contacted by several reporters for comments on the latest screed from the Business Roundtable seeking to muzzle the rights of shareholders. Although I have much more productive ways to occupy my time, it does make sense for me to provide at least some response, since the Business Roundtable […]
Union Pacific Corporation: Proxy Score 50
Union Pacific Corporation (NYSE:UNP) is one of the stocks in my portfolio. Union Pacific is primarily a railroad operator. Their annual meeting is coming up on 5/14/2015. ProxyDemocracy.org had the votes of two funds when I checked and voted on 5/7/2015. I voted with management 50% of the time and assigned Union Pacific a proxy score of 50. View Proxy Statement. Read Warnings below. What follows are […]
eBay Inc (EBAY): Proxy Score 67
eBay Inc (EBAY), which enables commerce through three reportable segments: Marketplaces, Payments and Enterprise, is one of the stocks in my portfolio. Their annual meeting is coming up on 5/1/2015. ProxyDemocracy.org had the votes of two funds when I checked and voted on 4/26/2015. I voted with management 67% of the time and assigned eBay a proxy score of 67. […]
eBAY Commits to Gender & Racial Diversity: Issues Remain
New York State Comptroller Thomas P. DiNapoli and Trillium Asset Management today announced that they have withdrawn the shareholder proposal they filed at eBay Inc. (NASDAQ: EBAY) after the company agreed to revise its Governance Guidelines to include gender and racial diversity among the qualities its seeks in its board members. Several other issues remain on the […]
Omnicom (OMC) Group Loses to Chevedden: Shareowner Rights Preserved
In a memorandum and order issued yesterday, Judge Louis L. Stanton, of United States District Court for the Southern District of New York, ruled John Chevedden’s motion to dismiss is granted. Omnicom’s motion for summary judgment is denied. “The clerk is requested to enter judgment dismissing the complaint, with costs and disbursements in favor of Mr. […]
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 […]
Biased Ballots: Oshkosh Vote Questioned – Take Action
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 […]
Another Company Bypasses SEC No-Action Process
National Fuel Gas Company (NYSE: NFG) informed the SEC they were bypassing their administrative no-action process and had filed an injunction in U.S. District Court for the Western District of New York on procedural grounds under Rule 14a-8. (more…)
Sempra Defies Shareowners
From Fox News: Sempra Energy (SRE, $SRE) said its board elected Chief Executive Debra L. Reed as its new chairman, succeeding former company CEO Donald E. Felsinger, who is retiring. (more…)
Netflix: A Candidate for Proxy Access
Netflix Inc. (NFLX), which has lost half its value in the last two years, adopted an antitakeover plan (poison pill) intended to block activist investor Carl Icahn from expanding his nearly 10% stake. They did so without seeking shareowner approval and the pill may make it harder to find a buyer. Writing for the WSJ, Miriam Gottfried notes, Netflix […]