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Tag Archives | compensation

Nell Minow: Only Corporate Governance Can Save the World

, April 22, 2018 ,

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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Compensation: The Difference it Makes

, March 12, 2018 ,

Compensation:  The Difference it Makes

Compensation. Most Americans think CEOs of the 500 largest publicly traded corporations are overpaid, even though they think CEOs made less than a tenth of what they actually earn. The Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 1,202 individuals — representative by gender, race, age, political affiliation, household income, and state residence — to understand public perception of CEO pay levels among the  Key takeaways are:

  • CEOs are vastly overpaid, according to most Americans
  • Most support drastic reductions
  • The public is divided on government intervention

Americans and CEO Pay: 2016 Public Perception Survey on CEO Compensation found 74% believe that CEOs are not paid the correct amount relative to the average worker. Only 16% believe that they are.

A brave panel tackled the topic, Compensation: The Difference it Makes, at the Corporate Directors Forums I attended in San Diego last month. Like all Corporate Directors Forums, this one operated under the Chatham House Rule, so you will not find any direct quotes below. These are my notes on Compensation: The Difference it Makes. As such, they include my opinions as well observations made by speakers panelists and others in attendance at the Forum. This is certainly not a transcript. However, I hope even those who attended the Forum will find the post useful, especially my attempt to provide additional context through links and commentary. Continue Reading →

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Directors Forum 2018: Best Stakeholder Interactions

, December 20, 2017 ,

Directors Forum 2018: Directors, Management & Shareholders in Dialogue brings together investors, directors and management to engage in open, off-the-record dialogue about today’s pressing governance issues. Speakers will put a spotlight on the escalating impact of “corporate culture” on business success.

Hosted by Corporate Directors Forum, Directors Forum 2018 will be held on January 21-23, 2018 at the University of San Diego.  It is designed to encourage interaction between attendees and the nation’s leading corporate governance authorities. Continue Reading →

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Gilead Sciences Proxy Voting Guide

, May 8, 2017 ,
Gilead Sciences Proxy Voting Guide by McRitchie

Gilead Sciences Proxy Voting Guide by James McRitchie. Graphic by Gilead.

Gilead Sciences Proxy Voting Guide by James McRitchie. Gilead Sciences, Inc., a research-based biopharmaceutical company, discovers, develops, and commercializes medicines in the areas of unmet medical needs in Europe, North America, Asia, South America, Africa, Australia, India, and the Middle East. Gilead $GLD is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of four fund families when I checked and voted. The annual meeting is May 10, 2017, so vote NOW! If you have already voted, you can change your vote online until May 9.

I voted FOR Written Consent and requiring an Independent Chairman. See how and why I voted these and other items below. I voted with the Board’s recommendations 47% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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3M Proxy Voting Guide

, May 4, 2017 ,

3M Proxy Voting Guide from CorpGov3M Proxy Voting Guide provided by Corporate Governance (CorpGov.net). 3M (MMM), 3M Company operates as a diversified technology company worldwide and is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on May 9, 2017.

I voted FOR lowering the special meeting threshold; AGAINST pay, compensation committee and other items. See how and why I voted all items below. I voted with the Board’s recommendations 47% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Kansas City Southern Proxy Voting Guide – KSU

, May 1, 2017 ,

Kansas City Southern Proxy Voting GuideKansas City Southern Proxy Voting Guide by Corporate Governance (CorpGov.net). Kansas City Southern (KSU), through its subsidiaries, provides freight rail transportation services between Kansas City, Missouri, and various ports along the Gulf of Mexico in Alabama, Louisiana, Mississippi, and Texas, as well as between Mexico City and Laredo. KSU is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on May 4, 2017

I voted FOR Proxy Access Amendments: AGAINST pay, compensation committee and other items. See how and why I voted all items below. I voted with the Board’s recommendations 38% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Bristol-Myers Squibb Proxy Voting Guide

, April 28, 2017 ,

Bristol-Myers Squibb Proxy Voting GuideThis is our Bristol-Myers Squibb Proxy Voting Guide for 2017. Bristol-Myers Squibb Company (BMY) discovers, develops, licenses, manufactures, markets, and distributes biopharmaceutical products worldwide. Bristol-Myers Squibb is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two fund families when I checked and voted. Their annual meeting is coming up on May 2, 2017.
I voted FOR reducing the threshold to call a special meetings. See how and why I voted other items below. I voted with the Board’s recommendations 41% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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American Express Proxy Voting Guide

, April 27, 2017 ,
American Express Proxy Voting Guide

American Express Proxy Voting Guide

American Express Proxy Voting Guide.  American Express Company (AXP), together with its subsidiaries, provides charge and credit payment card products and travel-related services to consumers and businesses worldwide. It operates through four segments: U.S. Consumer Services, International Consumer and Network Services, Global Commercial Services, and Global Merchant Services. American Express is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on May 1, 2017

American ExpressI voted FOR Written Consent and Gender Pay Equity. See how and why I voted other items below. I voted with the Board’s recommendations 63% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Kelloggs Proxy Voting Guide

, April 26, 2017 ,

kelloggsKelloggs manufactures and markets ready-to-eat cereal and convenience foods in the United States and internationally. The Kellogg Company is one of the stocks in my portfolio.

ProxyDemocracy.org had collected the votes of two fund families when I checked and voted. Their annual meeting is coming up on March 28, 2017

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 78% of the time. View Proxy Statement. Continue Reading →

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AT&T Proxy Analysis

, April 25, 2017 ,

AT&TAT&T Inc. (T) provides telecommunications and digital entertainment services. The company operates through four segments: Business Solutions, Entertainment Group, Consumer Mobility, and International.  It is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on 4/27/2017. Sorry for the late post.

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations only 10% of the time. View Proxy Statement. Continue Reading →

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NCR: Proxy Access & Pay Issues

, April 24, 2017 ,

NCRNCR Corporation provides omni-channel technology solutions that enable businesses connect, interact, and transact with their customers worldwide. NCR is one of the stocks in my portfolio.

ProxyDemocracy.org had collected the votes of only one fund family when I checked and voted. Their annual meeting is coming up on Wednesday, April 26, 2017.

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 50% of the time. View Proxy Statement. Continue Reading →

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Apple (AAPL) Proxy Access: Proxy Score 44

, February 21, 2017 ,

AAPL logoApple Inc. (NASD:AAPL) designs, manufactures, and markets mobile communication and media devices, personal computers, and portable digital music players to consumers, small and mid-sized businesses, and education, enterprise, and government customers worldwide.

AAPL is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two funds when I checked and voted. Their annual meeting is coming up on February 28th, 2017.  

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 44% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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The Handbook of Board Governance: Part 5

, August 31, 2016 ,

I continue my review of The Handbook of Board Governance: A CoThe Handbook of Board Governancemprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 5 of the book, The Unsolved Governance Problem: Performance Measurement and Executive Pay. Talk to any of your acquaintances outside the corporate governance industrial complex and they will all have an opinion regarding CEO pay. This is a part of the book everyone can relate to. 

See prior introductory comments and those on Part 1, Part 2, Part 3 and Part 4. As I have indicated before, The Handbook of Board Governance will soon be the most popular collection of articles of current interest in the field of corporate governance.” It is already ranked 10 at Amazon (although ranking fluctuates daily, like a thinly traded stock). Continue Reading →

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Commonsense Principles: Ground Floor

, August 3, 2016 ,
Commonsense Principles of Corporate Governance. JPMorgan Chase CEO Jamie Dimon and a group of influential leaders in business and finance have joined to develop a set of "commonsense" principles that institutional investors and governance advisers are mostly applauding. (Photo by Mark Wilson/Getty Images and used by Washington Post)

JPMorgan Chase CEO Jamie Dimon and a group of influential leaders in business and finance have joined to develop a set of “commonsense” principles that institutional investors and governance advisers are mostly applauding. (Photo by Mark Wilson/Getty Images and used by Washington Post)

The so-called Commonsense Principles of Corporate Governance are posted here mostly for my future reference, since I don’t know how long others will keep them on the internet. The authors are no radicals, but are a group of 13 executives from the country’s largest public companies and institutional investors… very much mainstream CEOs. Almost half hold both CEO and chair positions, a practice many investors consider bad corporate governance. The Commonsense Principles are supposed to “provide a basic framework for sound, long-term oriented governance” at public companies. Continue Reading →

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Goldman Sachs: Proxy Vote 50

, May 18, 2016 ,
Goldman Sachs

Lloyd Blankfein, combined Chair/CEO – smiling

The Goldman Sachs Group Inc (NYSE:GS, $GS) is a bank holding company and a financial holding company. The annual meeting of Goldman Sachs is coming up on May 20, 2016. ProxyDemocracy.org had collected the votes of two fund families when I checked. Vote AGAINST pay, compensation committee; FOR all shareholder proposals. I voted with the Board’s recommendations 50% of the time. View Proxy Statement.

Graphic from Bidness: Goldman Sachs Group Inc Lloyd Blankfein Heads the List of Top-Paid CEOs. See also  SumOfUs campaign.

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Nextera Energy: Proxy Score 50

, May 17, 2016 ,

Nextera EnergyNextEra Energy Inc (NYSE:NEE, $NEE) is an electric power company in North America with electric generating facilities located in over 30 states in the United States and approximately five provinces in Canada. Their annual meeting is coming up on May 19, 2016. ProxyDemocracy.org had collected the votes of one fund family when I checked. Vote AGAINST pay, compensation committee, stock plan; FOR all shareholder proposals, especially proxy access. I voted with the Board’s recommendations 50% of the time. View Proxy Statement. Continue Reading →

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Proto Labs: Proxy Score 45

, May 16, 2016 ,

Proto LabsProto Labs Inc (NYSE:PRLB, $PRLB) is an online manufacturer of custom parts for prototyping and short-run production. Their annual meeting is coming up on May 19, 2016. ProxyDemocracy.org had collected no votes when I checked. Vote AGAINST pay, stock plan, compensation committee members (Black, Gawlick, & Smith); Vote FOR my proxy access proposal. I voted with the Board’s recommendations 45% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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JPMorgan Chase: Proxy Score 47

, May 12, 2016 ,

JPMorganJPMorgan Chase & Co. (NYSE:JPM, $JPM)  is a financial holding company. The Company is engaged in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. The annual meeting is coming up on May 17, 2016. ProxyDemocracy.org had collected the votes of one fund family when I checked. Vote AGAINST pay, compensation committee; FOR all shareholder proposals. I voted with the Board’s recommendations 53% of the time. View Proxy Statement. Continue Reading →

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Procter & Gamble: How I Voted – Proxy Score 56

, October 6, 2015 ,

Procter & GambleProcter & Gamble Co (NYSE:PG) provides consumer packaged goods and is one of the stocks in my portfolio. Their next annual meeting is October 13, 2015. ProxyDemocracy.org had collected the votes of four funds when I checked and voted. I voted with the Board’s recommendations 56% of the time. View Proxy Statement. 

Read Warnings below. What follows are my recommendations on how to vote the Procter & Gamble proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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Call for Papers: Critical Issues for Boards & Institutional Investors

, October 2, 2015 ,

WeinbergCtrThe John L. Weinberg Center for Corporate Governance of the Alfred Lerner College of Business & Economics at the University of Delaware will host a Corporate Governance Symposium on March 15, 2016.  The focus of the Symposium will be “Critical Issues for Boards & Institutional Investors in 2016.”  The Symposium will feature up to four academic papers on corporate governance and a panel discussion featuring speakers from the Delaware judiciary, academic, business and legal communities.  The John L. Weinberg Corporate Governance Best Paper Award will be presented during the symposium luncheon.    Continue Reading →

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H & R Block: How I Voted – Proxy Score 67

, September 8, 2015 ,

H&R BlockH & R Block Inc (NYSE:HRB) provides tax preparation and banking services and is one of the stocks in my portfolio. Their next annual meeting is September 10, 2015. ProxyDemocracy.org had collected the votes of one fund when I checked and voted. I voted with the Board’s recommendations 67% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the H & R Block proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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BlackRock: Proxy Score 65

, May 20, 2015 ,

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

, May 19, 2015 ,

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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The Walt Disney Company (DIS): Proxy Score 79

, March 9, 2015 ,

DisneyThe Walt Disney Company $DIS, which operates as a worldwide entertainment company, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/12/2014. ProxyDemocracy.org had the votes of four funds when I checked and voted on 3/8/2015.  I voted with management 79% of the time and assigned them a proxy score of 79.

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

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Apple Inc. (APPL): Proxy Score 83

, March 5, 2015 ,

appleUpdate: ISS recommends its clients vote in support of proxy access, calling the proposed eligibility requirements of my proposal at Apple robust, while safeguarding against abuses in the nominating process. Glass Lewis opposes the proposal because “given the company’s… positive financial performance, we do not believe that adoption of this proposal is necessary at this time.”

So, the tool you’ll need when the company is in trouble, you’re supposed to wait until the company is already in trouble to put that in place, according to Glass Lewis… then you wait again until you can make nominations? That’s like waiting until a building is on fire to install a sprinkling system. Apache is the latest company to support proxy access. That company, which sued retail shareowner John Chevedden rather than allow shareholders to vote to eliminate supermajority requirements, seems to have a better grasp of when proxy access is needed than proxy advisor Glass Lewis.

The C$238.8 billion ($189.4 billion) Toronto-based CPPIB and the $182.2 billion FSBA both plan to vote in support of a shareholder proposal calling for proxy access, enabling shareholders to use corporate proxy materials to nominate up to 25% of the board. CalSTRS ($186 billion) voted for proxy access, using the Glass Lewis voting platform. Continue Reading →

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Say-On-Pay Key Coordination Issues

, October 30, 2014 ,

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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