As I have advised companies where I have submitted proxy access proposals, I am not singling out your company with the aim of implementing proxy access. In fact, I would rather first target well-governed companies, which are more likely to adopt best practices as outlined by the Council of Institutional Investors. Best practices generally spread […]
Last week I uploaded a revised template for proxy access proposals (see Avoiding Proxy Access Lite: QUALCOMM Proposal) to address some of the problems identified by the Council of Institutional Investors in their August 5th report, Proxy Access: Best Practices. Thanks to the quick response from several readers, I have already made a few improvments. Please use […]
As I have mentioned in other posts (see especially Proxy Access Lite: Victories at Whole Foods, H&R Block), several companies have adopted proxy access ‘lite’ with provisions that make implementation excessively difficult and less effective than they would have been under the SEC’s universal proxy access Rule 14a-11. Although I withdrew proposals at several companies, based on the […]
In response to a proxy access proposal I filed earlier this year, Clorox Co (NYSE:CLX), manufacturer and marketer of consumer and professional products, adopted proxy access (press release, amended bylaws). I am declaring another victory and withdrawing my proposal. While I filed a standard proxy access proposal seeking the ability of shareholders with 3% of shares held for […]
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 […]
Apologies to those tired of reading about the issue of proxy access at Whole Foods. However, the SEC’s no action letter is a real watershed moment in the long struggle for proxy access, which began in earnest for me with a rulemaking petition in August 2002 but which others have been puruing for decades. Last Friday […]
The Counsel of Institutional Investors (CII) took a very strong stand yesterday, asking Whole Foods Market to amend its proxy access proposal to conform with the “3 percent for three years” standard applicable to groups. Whole Foods appears to have generated their proposal in direct response to mine in order to obtain a no-action letter from the […]
This is first time I’ve attended a Council of Institutional Investors (CII) semi-annual conference. My report from first day events can be found at CII Fall 2014 Conference: Part 1. Okay, I’m getting more cryptic in my second day of notes. Sorry, I’m not willing to take the time to clean them up. Watch out for possible […]
This is the first time I’ve attended a Council of Institutional Investors (CII) semi-annual conference. As at most conferences, the biggest draw is the ability to network, making new contacts and refreshing old ones. I was delighted to reconnect with Meredith Miller, chief corporate governance officer, UAW Retiree Medical Benefits Trust. I hadn’t seen Meredith since we were […]
As I mentioned in yesterday’s post, Council of Institutional Investors Fall 2014 Conference: Meeting Availability, I’m encouraging a research project looking into the impact that funds announcing their proxy votes in advance have or can have. I’ve joined with Pensions&Investments in arguing funds have a fiduciary duty to make such advance proxy vote disclosures when that could influence the outcome. […]
In February, I reported that prospects were looking up at nano-cap CSP, Inc. (CSPI), one of the companies in my portfolio. See CSP Inc. (CSPI): How I Voted – Proxy Score 100. CSPI completed a number of reforms, including declassifying the Board. In addition, CSPI started paying a dividend and adopted a mandatory retirement age of 75 for […]
I thought this recent correspondence was noteworthy. I’m so happy CII exists. I wish there were a similar organization representing the interests of retail shareowners. Most footnotes are removed and the letter is slightly edited for formatting. Original. Via Hand Delivery May 22, 2014 Keith F. Higgins Director (more…)
This is the last in a three part series. See also Fiduciary Duty to Announce Votes (Part 1): Editorial Calls For Advanced Disclosure and Fiduciary Duty to Announce Votes (Part 2): Historical Background. Take Action: Ask your mutual fund, pension fund, and/or endowment to: Send you a copy of their proxy voting policies and their proxy […]
This is the first of a three part series. See also Fiduciary Duty to Announce Votes (Part 2): Historical Background and Fiduciary Duty to Announce Votes (Part 3): Take Action. A recent editorial in Pensions & Investments (P&I), Winning over proxy voters, essentially argues that pensions have a fiduciary duty to announce their proxy votes in advance of the annual […]
The Coca-Cola Company $KO, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2014. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 4/15/2014. I voted with management 63% of the time. View Proxy Statement, which by the way is very nice and user friendly. See 18 Cool Things about the proxy. Warning: […]
I was delighted to see the influential trade publication, Pensions&Investments, endorse a petition to the SEC sent by the Council of Institutional Investors to amend its rules to allow a complete list of board candidates to be included in corporate proxies. (Better Way to Elect Directors, 2/3/2014: subscribe) (more…)
The Council of Institutional Investors (CII) filed a rulemaking petition with the Securities and Exchange Commission (SEC) asking that it amend its rules for contested elections so that “shareholders can vote for any combination of management and dissident nominees they wish to represent them.” I hope readers will join with me in sending e-mails in support of […]
Years ago, the DC Court’s decision to vacate the SEC’s Rule 14a-11 had me thinking of possible approaches under Rule 14a-8 but also working around the whole access issue. With regard to short slates, I wavered between “field agents” attending annual meetings with “proxy assignments” to allow more wide-spread vote splitting to consideration of amendments […]
TK Kerstetter, Chairman, NYSE Governance Services – Corporate Board Member interviews Scott Cutler, EVP, of NYSE Euronext. (more…)
Two more reviews of the 2013 proxy season came out the other day. The quickest read is from Jackie Cook at CookESG (Proxy Season Roundup: Shareholder Resolutions) who analyzed 502 shareholder-sponsored resolutions voted between July 2012 and June 2013. Two-thirds are governance-related, averaging 41% support. One-third address social and environmental issues, with an average 21% level […]
I urge readers to support the June 20th petition by the Council of Institutional Investors (CII) to the NYSE and Nasdaq for the exchanges to require listed companies to elect directors by majority vote in uncontested elections. CII’s letters to both exchanges are posted here. (more…)
Has the Council of Institutional Investors (CII) turned over a new leaf or am I only beginning to notice because they recently came out publicly agreeing with me? Three years ago a group of us petitioned the SEC to clarify that the same rules that apply to proxies also apply to voter information forms, VIFs. […]
My proposal to declassify the board at United Natural Foods, Inc. ($UNFI) passed by an overwhelming margin of 87.89%: 38,086,048 for 5,248,963 against See their 8-K filing. Text (pdf) of proposal and opposition. Of course, the margin would have been even higher without insider holdings and blank votes going to management. Have we turned the corner on declassification measures […]
Earlier today, I posted a note about Anne Simpson going onto the board of the Council of Institutional Investors (CII). Now I see that Anne Sheehan, director of corporate governance at CalSTRS, was elected chairwoman of CII and Michael McCauley, (more…)
Equilar, the leading provider of executive compensation benchmarking and research solutions, announced the release of its Pay-For-Performance Analytics suite yesterday, along with the fact that the Council of Institutional Investors (CII), whose members hold $3 trillion in assets, has signed on as the first client. According to the press release: By combining an innovative market-based algorithm to identify peer […]
I’m somewhat heartened by a recent CII announcement on access proposals: We welcome the changes to Rule 14a-8(i)(8). We encourage Council members and other long-term shareowners to consider using this new tool in a focused and consistent manner that enhances the U.S. corporate governance model and (more…)
A major Web-based campaign to save the U.S. Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) from the impact of proposed budget cuts will be launched at 1 p.m. Wednesday (February 16, 2011) by ShareOwners.org in cooperation with the Consumer Federation of America (CFA) and the Council of Institutional Investors (CII). […]
Members of the U.S. Senate Committee on Banking, Housing, and Urban Affairs were sent a AFRtoSenateLetterJan20-2010 from signatories representing a broad coalition of investors and market participants (including the publisher of CorpGov.net) urging them to require proxy access and majority votes for director elections. We believe Congress should adopt director election reforms in two ways: […]
As reported in Risk & Governance Blog (1/13/10), theCorporateCounsel.net Blog (1/13/10), GlobalProxyWatch (1/15/10), and by Gary Lutin via e-mail (1/15/10), Houston-based Apache has sued shareowner activist John Chevedden, contending that he failed to meet the proof-of-ownership requirements in SEC Rule 14a-8(b) required to submit a resolution. See Apache v Chevedden. Chevedden provided documentation of his ownership but […]