Tag Archives | Corporate Governance

Woodward 2021

Woodward 2021: Empower Workers

Woodward 2021 annual meeting is January 27th, 8AM Mountain Standard Time. Shareholders need to register in advance (by 3PM MST on 1/25/21) to attend the virtual meeting. Register at the bottom of this page. You cannot cut and paste your 12 or 16 digit control number.  You must enter it twice, along with some other […]

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Corporate Accountability Spring 2021

Corporate Accountability Spring 2021 Online Workshop

Corporate Accountability Spring 2021: Restoring the Balance. Our online course repeats, again lead by shareholder advocate Jim McRitchie. The class is offered through the Renaissance Society, an extension program of California State University, Sacramento. The class is held on Zoom, so can be taken from anywhere with a good internet connection. Mondays, Feb. 8 to […]

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Virtual Shareholder Meetings 2021

Virtual Shareholder Meetings 2021

Virtual Shareholder Meetings 2021. The Report of the 2020 Multi-Stakeholder Working Group on Practices for Virtual Shareholder Meetings came out about a month ago. I (James McRitchie) was happy to participate in the group, which did a good job of considering diverse views. Kudos to Amy Borrus, Darla Stuckey, and Doug Chia. My major contribution ensured […]

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Majority-Voting 2021

Majority Voting 2021: Corporate Petitions

Majority Voting 2021. Proxy proposals provide powerful tools to hold corporations accountable. YourStake.org is an online petition platform for financial advisors. The combined savings of many citizens make up the majority of investment into big companies. Companies already respond to big investors. Now they will respond to you if you let them know your concerns. Find a financial […]

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WD-40 2020

WD-40 2020: Employee Voice

WD-40 2020, where employee voice and empowerment is on the ballot. The WD-40 2020 annual meeting is Tuesday, December 8th. To enhance long-term value, vote AGAINST the auditor and FOR all other items, including #4. $WDFC (more…)

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Broadridge 2020 Dark Money

Broadridge 2020: Dark Money

Broadridge 2020 Annual Meeting of Stockholders will be held on Thursday, November 19, 2020, at 9:00 AM Eastern. Attend meeting online, vote your shares, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/BR20. You need the Control Number provided to you (usually by your broker or bank) to join the meeting. To enhance long-term value: […]

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Election Fraud Attempt by Citigroup

Election Fraud Attempt by Citigroup

Election fraud attempt by Citigroup points to the need for more participation in decision-making by employees to ensure ethical conduct. Citigroup tries to cheat by telling us we need to meet SEC rules today for the 2021 AGM that don’t become effective until 2022. With a market cap of more than $82B, don’t tell me […]

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Form 13F Reporting

Form 13F Reporting: Comment on Proposed SEC Rules

Form 13F reporting is another obscure SEC requirement. Most investors know nothing about it. However, following the money is important. Add your voice to thousands sounding the alarm about proposed changes. Form 13F is how funds report to the SEC what they have invested in. Like many rules proposed during the Trump Administration, these are […]

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#MICUS 2020 Comparing Sustainable Funds

#MICUS 2020 Comparing Sustainable Funds

#MICUS 2020, the Morningstar conference, had so much to write about during day 1 that it may take me a month or so to go through it. Register for day 2 if you missed the first day. I just heard Larry Fink, of BlackRock. For someone heading the largest pile of investment money in the […]

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Virtual Shareholder Meetings

Virtual Shareholder Meetings: Zoom Seminar

How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice, Miriam Schwartz-Ziv‘s new paper recently posted on SSRN will be the subject of a virtual seminar held on Wednesday, Sept 2nd, from 11 AM-noon EDT. See the link below. (more…)

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Electronic Arts 2020

Electronic Arts 2020: Vote FOR Written Consent

Electronic Arts 2020 annual meeting is 8/6/2020 at 2PM Pacific virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST Coleman, Hong, Huber, Ubinas, Simonson, Probst, Ueberroth, Pay and  Auditor. Vote FOR Written Consent. See list of all virtual-only meetings maintained by ISS. (more…)

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Giant Shadow of Corporate Gadflies

The Giant Shadow of Corporate Gadflies

The Giant Shadow of Corporate Gadflies, by Yaron Nili and Kobi Kastiel, (download at SSRN) is one of the more objective reviews of the recent influence of “gadflies” on corporate governance in America. It might have been even better if the authors had discussed their work with the subjects of their study – the gadflies. (Disclosure: […]

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Pegasystems 2020

Pegasystems 2020: Simple Majority Vote

Pegasystems 2020 annual meeting is 6/23/2020 at 7AM Pacific virtually. They are using Computershare, so shareholders holding in street name have to get a legal proxy and submit it by June 18th. Since my broker sends those by snail mail, I would have had to initiate the process by about June 8. Pegasystems says that will […]

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Assembly Bio 2020

Assembly Bio 2020: Special Meetings

Assembly Bio 2020 annual meeting is 6/11/2020 at 8AM Pacific (update) virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST Holubiak, Mahony and Ringo, Pay, Stock Plan, token Special Meeting 25%. Vote FOR real Special Meeting Right of 15%.  See list of all virtual-only meetings maintained […]

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Salesforce 2020

Salesforce 2020

Salesforce 2020 annual meeting is 6/11/2020 at 2PM Pacific virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST Benioff, Conway, Hassenfeld, Kroes, Robertson, Roos, and Webb, Equity Incentive Plan, Auditor, Executive Pay. Vote FOR Employee Stock Purchase Plan and Written Consent. See list of all virtual-only meetings maintained by ISS. […]

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Activision Blizzard 2020

Activision Blizzard 2020

Activision Blizzard 2020 (ATVI) annual meeting is 6/11/2020 at 9AM Pacific virtually. (which looks very difficult, since my web browsers tell me going there involves security risk). Vote online by 6/10. To enhance long-term value: Vote AGAINST Bowers, Corti, Kelly, Kotick and Morgado, Auditor, Pay. Vote FOR Political Disclosure.  See list of all virtual-only meetings […]

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Caterpillar 2020

Caterpillar 2020: Written Consent

Caterpillar 2020 annual meeting is 6/10/2020 at 6AM Pacific virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance corporate governance and long-term value: Vote AGAINST Dickinson, Rust, Osborn, White, Reed-Klages, Wilkins, Schwab, Auditor, Pay. Vote FOR Report Lobbying, Independent Board Chair and Written Consent.  See list of all virtual-only meetings […]

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Zillow Group 2020

Zillow Group 2020: Proxy Scorecard

Zillow Group 2020 annual meeting is 6/9/2020 at 2PM Pacific virtually by entering the eligible shareholder’s control number found on the proxy card. Meeting password: ZG2020. To enhance long-term value: Vote AGAINST Maffei, Hoag, and Incentive Plan. Vote FOR Elect Directors by Majority Vote. I would advise voting online by 6/8, since I have often […]

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Netflix 2020 Proxy Scorecard

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 […]

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Predatory Value Extraction

Predatory Value Extraction

Predatory Value Extraction: How the Looting of the Business Corporation Became the US Norm and How Sustainable Prosperity Can Be Restored (Kindle/Hardcover), by William Lazonick and Jang-Sup Shin, chronicles how agency theory and ‘maximizing shareholder value’ (MSV) led to looting of publicly traded companies. As many of us sit home waiting out the COVID-19 pandemic, […]

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Kokkinis and Sergaki

Kokkinis and Sergakis: Employee Participation in UK Companies – Lessons for US

Kokkinis and Sergakis – A Flexible Model for Efficient Employee Participation in UK Companies by Andreas Kokkinis & Konstantinos Sergakis, 17 Feb 2020 (download), provides several insights that may be helpful in guiding US efforts as well. As mentioned in my coverage of the recent SHARE Summit, #SHARE2020, I am investing in public companies with employee ownership. […]

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File No. S7-22-19 SEC Release

File No. S7-22-19: My Deadline Comments

File No. S7-22-19, SEC proposed rules based on input from entrenched corporate managers and boards, would cripple proxy advisory services. File No. S7-22-19 would not protect investors, as is the mission of the SEC. Proxy advisors survey their customers each year asking them how they stand on various issues. Then they research thousands of proxies on […]

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File No. S7-23-19: By the Numbers - Source ISS

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.

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Larcker and Tayan

Larcker and Tayan Re-Discover the Governance Wheel

Stanford’s David F. Larcker and Brian Tayan have a new paper called Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance in which they appear to think they’ve discovered what everyone has understood forever — that there are limits to structural solutions and that checklists of best practices are not especially helpful. We were very clear […]

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Gadfly Importance Key - McRitchie

Gadfly Importance Key to Democratic CorpGov

Gadfly importance to democratic corporate governance is often underrated. We are currently under attack by the Business Roundtable (BRT) and others seeking to substantially raise the ownership threshold for submitting and resubmitting proposals. BRT, for example, contends proposals from small shareholder divert “significant time and resources to issues that, at best, have an attenuated connection to the […]

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Facebook CalSTRS Court Clash

Facebook CalSTRS Court Clash

Facebook CalSTRS court clash seeks to reform governance practices. The California Teachers’ Retirement (CalSTRS) Board recently announced it will make a motion to be added as a plaintiff to a pending derivative case against Facebook’s leadership, including CEO/Chairman Mark Zuckerberg in line with the fund’s Corporate Governance Program and Portfolio Policy. (more…)

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Investment Advisers Allison Lee

Investment Advisers SEC Clarification: Allison Lee

Investment Advisers: Allison Lee Statement Re SEC Guidance Investment advisers, proxy services. – It is not often that I simply reprint a post from another source, in this case the SEC. However, I have filed this one under history of corporate governance. I may want to reference it as I an example of where the SEC formally misstepped. […]

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ISG

ISG First Conference with Weinberg Center – Sept. 13, 2019

ISG (Investor Stewardship Group), an investor-led initiative comprised of more than 60 of the largest U.S.-based institutional investors and global asset managers representing in excess of US$31 trillion AUM, joins with the John L. Weinberg Center for Corporate Governance to hold what promises to be an informative and exciting conference. Register now. (more…)

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