Tag Archives | Egan-Jones Proxy Services

Reeds, Inc Wants Democratic-Free Zone

Reeds, Inc fights to deepen its a democratic-free zone through dilutions to strengthen the grip of insiders and by opposing proxy access. They are headed for private control, while keeping the company public. Last year, the founder picked a new board. Is it really independent?

Reed’s, Inc (REED) develops, manufactures, markets, and sells natural non-alcoholic carbonated soft drinks in the United States and internationally. Reeds, Inc is one many stocks in my portfolio. ProxyDemocracy.org had collected no votes (company may be too small).

The annual meeting is coming up on September 29, 2017.  I would be happy to meet readers, especially Reeds, Inc shareholders, in the vicinity of 13000 South Spring Street, Los Angeles, California 90061 either the evening or morning before the 1 pm meeting. (contact me) Vote today. If you have already voted, you can change your vote. Your last vote will override any previous vote. More than 90% of retail shareholders don’t bother to vote, so think of yourself as voting for 10.

I voted FOR Proxy Access, AGAINST excessive equity compensation, proposed dilution for financing undisclosed transactions, and the related proposal approving a change in control. I don’t think I have ever seen such a bundle of proposals aimed at entrenchment and reducing shareholder voice. See how and why I voted 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).

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

Reeds, Inc Proxy Voting Guide: ISS Rating

From the Yahoo Finance profile: Reed’s, Inc’s had no ISS Governance QualityScore. Perhaps too low to score? More likely, too small to be on the radar.

Reed’s, Inc Proxy Voting Guide: Compensation

Reed’s, Inc provides for a say-on-pay vote only every three years. Shareholders have no vote this year on compensation. However, in reviewing the information provided on Valentin Stalowir’s employment agreement as the new CEO, I am concerned about the following:

  • Automatic accelerated vesting if there is a change-in-control. This provides an incentive for windfall profits even if such a change disadvantages other shareholders or even if Stalowir’s employment does not terminate.
  • I see no evidence of clawback provisions, stock ownership guidelines, or a required holding period for board members or executives. In their opposition statement to my proxy access proposal, Reed, Inc claims “We have an established record of best governance practices that are responsive to shareholders.” Their idea of what constitutes “best governance practices that are responsive to shareholders” appears to be a very low bar.

Reed’s, Inc Proxy Voting Guide: Board Proposals

Reed’s, Inc Proxy Voting Guide: Directors

I am concerned about carryover directors. I think they were all picked by Chris Reed last year without the benefit of input from the nominating committee that existed when the Committee to Rescue Reeds challenged one man rule. However, I will give most the benefit of the doubt, knowing they face a difficult situation in any attempt to provide an independent voice.

By way of background:

  • 4/19/2017 Chris Reed resigned as CEO and became chief innovation officer. He continues to serve on the board. Stefan Freeman named interim CEO.
  • 6/28/2017 Valentin Stalowir appointed CEO and director. Freeman named COO.
  • Freeman is not standing for reelection to the board. James Bass and Scott Grossman have been nominated for election as directors.
  • After twice reelecting a director who was defeated and opposing my proposal to put teeth into their majority vote bylaw, on 8/25/2017, the board amended the bylaws to require director nominees to resign if they do not receive a majority of votes cast in uncontested elections.

I voted Withhold on Charles Cargile, since he not only is a CEO of a publicly traded company but servers on three public company boards. He is overcommitted. Reeds, Inc will need more of his attention than he has time available. See Who Wins When CEOs Sit on Multiple Boards? Not Investors. Large investors, of which Reeds, Inc has very few, are cracking down on overboarding (Big Investors Want Directors to Stop Sitting On So Many Boards); retail should do the same.

I also voted Withhold on Christopher Reed. We don’t need two inside directors at Reeds, Inc, we need genuinely independent directors… preferably nominated by shareholders, instead of picked by Christopher Reed. Mr. Reed had decades to bring his company to profit and failed. Even without a board seat, he will have substantial influence, since he and his family hold almost 25% of the stock… probably even more if proposed stock plans are approved.

Reed’s, Inc Proxy Voting Guide: Item 2, Omnibus Stock Plan

The board seeks approval to issue 3M shares to be available for award to all employees, officers, non-employee directors and consultants. Issues about:

  • Excessive cost
  • Duration of available and proposed shares exceeds 6 years (expires 9/29/2027)
  • Plan permits liberal recycling of shares
  • Allows broad discretion to accelerate vesting
  • Silent on cash buyout without shareholder approval

Vote AGAINST.

Reed’s, Inc Proxy Voting Guide: #3, Increase Authorized Stock

The board seeks approval to increase the number of authorized shares of common stock by over 100%, from 19.5M to 40M shares.

The board seeks to implement its growth strategy, attract and retain talent, regain compliance with listing standards before 12/22/2017 and meet an agreement with Raptor/HarborReeds to increase common stock by 5M shares. The reasons for the increase in authorized stock lack specificity and the company has a history of repricing options without shareholder approval. Nonetheless, they need the money to continue in business and to stop borrowing a usurious rates.

Vote FOR.

Reed’s, Inc Proxy Voting Guide: #4, Increase Authorized Preferred Stock

The board seeks approval to increase the number of authorized blank check preferred stock by 400%, from 500,000 shares to 2.5M shares.

The board provides no specifics but appears to want flexibility to take advantage of opportunities that may arise.

On the plus side, such stock could be used to finance growth or acquire other companies.

On the minus side, it dilutes the voting power of existing shareholders and could be considered a back-door poison pill, since it can be issued to parties friendly to management. Very little in the way of specifics are provided and the board admits the stock could be used as an entrenchment devise.

Vote AGAINST.

Reed’s, Inc Proxy Voting Guide: #5, Issuance of Shares for Private Placement

Reeds, Inc seeks approval to issue 6M shares (39% of shares as of the record date) at a maximum discount of 25% for consideration not to exceed $8M on or before 12/28/2017. The company states it entered into an agreement with Raptor/HarborReeds on July 13, 2017, but provides little in the way of specifics. Reeds, Inc stock price fell 30% from $2.35 on July 13 to $1.65 on July 14, 2017. Since the specifics concerning any specific proposed transaction were not disclosed, the market did not approve. Neither do I.

Vote AGAINST.

Reed’s, Inc Proxy Voting Guide: #6, Change of Control as a Result of Private Placement

Reeds, Inc seeks prior approval from shareholders of any change of control that could result from the potential issuance of securities pursuant to #5 above. NYSE rules require companies to obtain shareholder approval prior to a change in control.

In my experience, those seeking a change in control often offer a premium to buy out other shareholders or the market signals such a change as positive. In this case, no premium was offered and the market priced the change by cutting the value of stock by 30%.

Vote AGAINST.

Reed’s, Inc Proxy Voting Guide: #7, Establish Range for Board Size

The board seeks approval to set the range of the size of the board between a minimum of 5 and a maximum of 9 at its sole discretion.

Frankly, I do not know the board’s motivation. They could be expanding the potential number of board seats for entrenchment purposes to block potential dissidents engaged in a contest from gaining a change of control.

Without knowing the purpose and seeing no threatened takeover, I will give them the benefit of the doubt.

Vote FOR.

Reed’s, Inc Proxy Voting Guide: #8, Auditor

I have no reason to believe the auditor has rendered an inaccurate opinion, is engaged in poor accounting practices, or has a conflict of interest. However, Weinberg & Company has served as Reeds, Inc auditors for 8 years. It is time to switch to avoid any appearance of capture or lack of independence. Although when I vote against a committee’s recommendation, I would normally vote against the committee, I have decided not to do so this year for lack of audit rotation, since this is a relatively new stance.

Vote AGAINST.

Reed’s, Inc Proxy Voting Guide: Shareholder Proposal

Reed’s, Inc Proxy Voting Guide:  #9, Proxy Access Bylaw Amendments

I submitted this proposal and will speak to it at the annual meeting. The proposal closely follows the 2010 SEC rule requiring proxy access at public companies that was struck down by a conservative DC Circuit Court. The US Chamber of Commerce and Business Roundtable argued the SEC’s cost estimates for implementation were low. Companies would spend considerable sums to keep any shareholder nominees off the proxy.

Since then, more than 60% of S&P 500 companies have adopted proxy access. Out of 13 proxy access proposals going to a vote last year, 13 received majority support. The 1 proposal that failed was at Reed’s Inc, with 33%. The average support for all such proposals, including Reeds, was 66.6%.

The proposal would allow groups of shareholders holding 3% or more of Reeds, Inc common stock held for 3 years to place 2 nominees on the proxy (up to 25% of the board). This would provide direct competition for leadership at minimal cost. The exchange of ideas should drive innovation and lower risk.

Research suggests three women may constitute a critical mass for reframing the decision-making culture of boards. Similarly, having two shareholder-nominated directors may help ensure not only participation on each of the committees but a critical mass for bringing a shareholder perspective to Board decisions. Research also finds that director insulation from removal is associated with lower firm value and worse performance. Proxy access is the surest way to remind directors they can be removed and replaced by shareholders.

Reeds, Inc argues proxy access is not needed, since they have an “established record of best governance practices that are responsive to shareholders,” “majority voting,” and “an annual “say-on-pay” vote.”

However, Reeds failed to provide their opposition statement 30 days in advance of filing their proxy as required by law. Additionally, their opposition statement includes “false and misleading statements,” also prohibited by law. The real “established record” includes:

  • not allowing board candidates to be evaluated by the nominating committee.
  • not removing a director who failed to achieve a majority vote two years in a row
  • opposing my proposal to put teeth in their majority vote bylaw
  • no history of a board evaluation process
  • no history of a succession plan for CEO position
  • failure to notify board or shareholders of voluntary FDA recall regarding exploding bottles of ginger brew or the loss of lucrative contract with Trader Joe’s
  • no annual say-on-pay; only such a vote every three years

If there ever was a company in need of proxy access, it is Reeds, Inc.

Vote FOR.

Reed’s, Inc Proxy Voting Guide: Votes Against Board Position in Bold

As mentioned above, Reeds, Inc may be too small to be in the ProxyDemocracy.org database. That also appears true of Egan-Jones and Proxy Insight. I fully expect institutional investors at Reeds, Inc, like Goldman Sachs and Vanguard will vote for proxy access, since they have a record of doing so. However, institutional investors only hold about 13% of the shares. The largest shareholders at Reed, Inc are Christopher Reed, Robert Reed, and Raptor/Harbor Reeds SP LLC with 25% of the vote, not counting other insiders. The Reeds will probably vote. Will other shareholders bother to vote? Stay tuned.

My votes against the board’s recommendations are in bold below.

# PROPOSAL TEXT CorpGov
1.1 Elect Director John Bello For
1.2 Elect Director Valentin Stalowir For
1.3 Elect Director Lewis Jaffe For
1.4 Elect Director Charles F. Cargile Withhold
1.5 Elect Director Christopher J. Reed Withhold
1.6 Elect Director Scott R. Grossman For
1.7 Elect Director James Bass For
2 Approve Omnibus Stock Plan Against
3 Increase Authorized Common Stock Against
4 Increase Authorized Preferred Stock Against
5 Approve Issuance of Shares for a Private Placement For
6 Approve Change of Control as a Result of Private Placement Against
7 Establish Range For Board Size For
8 Ratify Weinberg & Company, P.A. as Auditors Against
9 Adopt Proxy Access Right FOR

SharkRepellent

Reeds, Inc Proxy Voting Guide: Issue for Future Proposals

Looking at SharkRepellent.net for other provisions unfriendly to shareowners. The main outstanding issue is proxy access:

  • No proxy access, as discussed above.
  • Shareholders cannot call special meetings.
  • Blank check perferred stock may also board to create a poison pill or a new series of stock with special voting power.

Reeds, Inc Proxy Voting Guide: Mark Your Calendar

Stockholder proposals for inclusion in our proxy statement: If a stockholder wishes to present a proposal to be included in our proxy statement and form of proxy for the 2018 Annual Meeting of Stockholders, the proponent and the proposal must comply with the proxy proposal submission rules of the SEC and namely, Securities Exchange Act Rule 14a-8. One of the requirements is that the proposal be received by our Secretary no later than May 4, 2018, which is 120 calendar days before September 1, 2018 – the anniversary date of this Proxy Statement was released to stockholders in connection with the 2017 Annual Meeting. If the date of next year’s annual meeting is changed by more than 30 days from the anniversary date of this year’s Annual Meeting on September 29, 2017, then the deadline is a reasonable time before we begin to print and mail proxy materials. Proposals we receive after that date will not be included in the proxy statement for the 2018 Annual Meeting of Stockholders.

Why You Don’t Fail When You Fail with Chris Reed

Even if he fails with Reeds, Inc, Chris Reed views it as a success. That might be a great personal philosophy, but is it one we want to continue to dominate our board?

Warnings

Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime). I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003.

Few firms admit to having average executives. They generally set compensation at above average for their “peer group,” which is often chosen aspirationally. While the “Lake Woebegone effect” may be nice in fictional towns, “where all the children are above average,” it doesn’t work well for society to have all CEOs considered above average, with their collective pay spiraling out of control. We need to slow the pace of money going to the 1% if our economy is not to become third world. The rationale for peer group benchmarking is a mythological market for CEOs. For more on the subject, see CEO Pay Machine Destroying America.

Continue Reading · 0

FedEx Fights Proxy Access, Lobbying Disclosure

FedEx Fights for a democratic-free zone @ 9/25/2017  annual meeting. Seeks to maintain fake proxy access; refuses to disclose lobbying payments; wants to continue to monitor say-on-pay vote to lobby those who vote against; wants to disrespect human rights where allowed by state laws.

FedEx Corporation provides transportation, e-commerce, and business services worldwide.  FedEx is one of many 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 September 25, 2017. Vote today. If you have already voted, and want to change your vote, you can. Your last vote will override the previous vote. More than 90% of retail shareholders don’t bother to vote, so think of yourself as voting for 10.

I voted FOR Proxy Access Amendments and all the other shareholder proposals. See how and why I voted other items below. I voted with the Board’s recommendations only 25% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading · 0

Kite Pharma Proxy Voting Guide

Kite PharmaKite Pharma, Inc. (KITE), a clinical-stage biopharmaceutical company, focuses on the development and commercialization of novel cancer immunotherapy products. Kite is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of no fund families when I checked and voted. Their annual meeting is coming up on June 20th, 2017.

I voted FOR Proposal #3 to Declassify the Board. See how and why I voted other items below. I voted with the Board’s recommendations 43% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Genomic Health Proxy Voting Guide

Genomic Health proxy 2017Genomic Health Proxy Voting Guide by CorpGov.net. Genomic Health (GHDX), a healthcare company, provides actionable genomic information to personalize cancer treatment decisions in the United States and internationally. It develops and commercializes genomic-based clinical laboratory services that analyze the underlying biology of cancer, allowing physicians and patients to make individualized treatment decisions.  Genomic Health is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of no fund family when I checked and voted. Their annual meeting is coming up on June 15, 2017.

I voted FOR #5 proxy access, proposed by me. See how and why I voted this and other items below. I voted with the Board’s recommendations 62% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Caterpillar Inc Proxy Voting Guide

Caterpillar Inc Proxy Statement

Caterpillar Inc Proxy Voting Guide by CorpGov.net

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 handling, oil and gas, power generation, marine, rail, and industrial markets. Caterpillar is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two fund families when I checked and voted on the last day. Their annual meeting is coming up on June 14, 2017.

I voted FOR our proposal to reduce the threshold required to hold a special meeting. See how and why I voted other items below. I voted with the Board’s recommendations 70% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Columbia Sportswear Proxy Voting Guide

Columbia Sportswear (COLM) designs, sources, markets, and distributes outdoor and active lifestyle apparel, footwear, accessories, and equipment in the United States, Latin America, the Asia Pacific, Europe, the Middle East, Africa, and Canada.

Columbia Sportswear Proxy Voting Guide

3 PM Pacific June 13, 2017, 14229 NW Science Park Dr., Portland

Columbia Sportswear is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of one fund family when I checked and voted. Their annual meeting is coming up on June 13, 2017.

I voted FOR a shareholder right to Proxy Access. See how and why I voted other items below. I voted with the Board’s recommendations 50% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

SciClone Pharmaceuticals Proxy Voting Guide

SciClone Pharmaceuticals Proxy Voting Guide by CorpGov.net. SciClone Pharmaceuticals, Inc. (SCLN), a specialty pharmaceutical company, provides therapies for oncology, infectious diseases, and cardiovascular disorders in the People’s Republic of China, the United States. SciClone Pharmaceuticals is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of no fund families when I checked and voted. Their annual meeting is coming up on June 8, 2017.SciClone Pharmaceuticals

SciClone PharmaceuticalsI voted FOR #5 proxy access, proposed by me, James McRitchie. See how and why I voted this and other items below. I voted with the Board’s recommendations 80% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A).

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

Continue Reading ·

Salesforce.com Proxy Voting Guide

Salesforce Proxy Voting Guide

Salesforce Proxy Voting Guide by CorpGov.net

Salesforce.com, inc. develops enterprise cloud computing solutions with a focus on customer relationship management.  Salesforce.com, inc. (CRM) 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 June 6, 2017

I voted FOR #7 the ability of shareholders to call a special meeting. See how and why I voted other items below. I voted with the Board’s recommendations 59% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Cognizant Technology Solutions Proxy Voting Guide

Cognizant Technology Solutions Proxy Voting Guide

Cognizant Technology Solutions Proxy Voting Guide

Cognizant Technology Solutions Proxy Voting Guide by James McRitchie of CorpGov.net. Cognizant Technology Solutions Corporation (CTSH) provides information technology (IT), operations and technology consulting, infrastructure, and business process services worldwide. The firm 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 June 6, 2017

I voted FOR James McRitchie’s shareholder proposal to provide a shareholder’s right to act by written consent. See how and why I voted other items below. I voted with the Board’s recommendations 76% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Netgear Proxy Voting Guide – NTGR

Netgear Proxy Voting Guide

Netgear Proxy Voting Guide by CorpGov.net

Netgear Proxy Voting Guide by James McRitchie of CorpGov.net. NETGEAR, Inc. (NTGR) designs, develops, and markets innovative networking solutions and smart connected products for consumers, businesses, and service providers. NTGR one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of one fund family when I checked and voted. Their annual meeting is coming up on June 1, 2017.Netgear Proxy Voting Guide

I voted FOR James McRitchie’s shareholder proposal to provide a right to special meeting for shareholders with 15% of the common voting stock. See how and why I voted other items below. I voted with the Board’s recommendations 64% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Facebook Proxy Voting Guide

Facebook Proxy Voting GuideFacebook Proxy Voting Guide by James McRitchie of CorpGov.net. Facebook, Inc. provides various products to connect and share through mobile devices, personal computers, and other surfaces worldwide. Facebook 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 June 1, 2017.

I voted AGAINST the Board’s recommendations 100% of the time. Until all stock has equal voting weight (vote FOR #3 to cure), Facebook will remain essentially a dictatorship. Facebook is in the sharing business. How about sharing some of that enormous power with shareholders, users and employees? As a democratic-free zone, Facebook faces a potential backlash, especially if other options become available. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Williams-Sonoma Proxy Voting Guide

Williams-Sonoma 2017 proxyWilliams-Sonoma Proxy Voting Guide by CorpGov.net. Williams-Sonoma, Inc. (WSM) operates as a multi-channel specialty retailer of various products for home.  Williams-Sonoma  is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of one fund family when I checked and voted. Their annual meeting is coming up on May 31, 2017.

I voted AGAINST #5 lite proxy access, FOR #6 real proxy access, proposed by me. See how and why I voted other items below. I voted with the Board’s recommendations 57% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Chipotle Proxy Voting Guide

Chipotle Proxy Voting GuideChipotle Proxy Voting Guide by CorpGov.net. Chipotle Mexican Grill, Inc. (CMG), together with its subsidiaries, develops and operates Chipotle Mexican Grill restaurants. As of December 31, 2016, the company operated 2,198 Chipotle restaurants throughout the United States, as well as 29 international Chipotle restaurants; and 23 restaurants with non-Chipotle concepts. Chipotle  is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of four fund families when I checked and voted. Their annual meeting is coming up on May 25, 2017. Chipotle Mexican Grill

I voted FOR #5 lower Special Meeting threshold from 25% to 15% of shares. See how and why I voted other items below. I voted with the Board’s recommendations 58% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

PayPal Proxy Voting Guide

PayPal Proxy Voting GuidePayPal Proxy Voting Guide by CorpGov.net. PayPal Holdings, Inc. (PYPL) operates as a technology platform company that enables digital and mobile payments on behalf of consumers and merchants worldwide. PayPal 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 24, 2017.PayPal

I voted FOR #5 Provide Right to Act by Written Consent and two shareholder proposals seeking reports. See how and why I voted other items below. I voted with the Board’s recommendations 40% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Twitter Proxy Voting Guide

Twitter Proxy Voting Guide

Twitter Proxy Voting Guide by CorpGov.net

Twitter Proxy Voting Guide by CorpGov.net. Twitter, Inc. operates as a global platform for public self-expression and conversation in real time. The company offers various products and services, including Twitter that allows users to create, distribute, and discover content; and Periscope, a mobile application that enables user to broadcast and watch video live with others. Twitter is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of one fund families when I checked and voted. Their annual meeting is coming up on May 22, 2017. I will be in attendance, presenting our proposal to study cooperatives, so stop by and say hello.

Of course I voted FOR our proposal entitled Exit to Democratic Ownership, filed in conjunction with BuyTwitter.org. Add to the collective intelligence by tweeting #WeAreTwitter. Follow @BuyThisPlatform. See how and why I voted this and other items below. I voted with the Board’s recommendations 43% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

EllieMae Proxy Voting Guide: CorpGov.net

EllieMae 2017 MtgEllieMae, Inc. (ELLI) provides on-demand software solutions and services for the residential mortgage industry in the United States. EllieMae is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of one fund family when I checked and voted. Their annual meeting is coming up on May 17, 2017, so vote now.

I voted FOR #4 to declassify the board. See how and why I voted other items below. I voted with the Board’s recommendations % of the time. View proxy via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Citi (C): Proxy Vote Score 48

Citigroup Inc. (Citi, NYSE: C), a diversified financial services holding company, provides various financial products and services for consumers, corporations, governments, and institutions worldwide. Citi logoCiti 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 April 25, 2017.

I voted AGAINST pay and committee members, FOR all shareholder proposals. I voted with the Board’s recommendations 48% of the time. View Proxy Statement. Continue Reading →

Continue Reading ·

Starbucks (SBUX): Vote Proxy Access

Starbucks Corporation (NASD: SBUX), together with its subsidiaries, operates as a roaster, marketer, and retailer of specialty coffee worldwide. SBUX is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votImage result for starbuckses of four fund families when I checked and voted. Their annual meeting is coming up on March 22, 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 via iiWisdom.

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

Continue Reading ·

Walt Disney Company: Proxy Score 25

Walt Disney Company

Walt Disney Company: before you vote your proxy

The Walt Disney Company (NYSE:DIS), together with its subsidiaries, operates as an entertainment company worldwide.

The Walt Disney Company 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 March 8, 2017.

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations only 25% of the time. View Proxy Statement via iiWisdom. Continue Reading →

Continue Reading ·

Qualcomm (QCOM) Proxy Access: Proxy Score 57

QCOMQUALCOMM Incorporated (NASD:QCOM) develops, designs, manufactures, and markets digital communications products and services in China, South Korea, Taiwan, the United States, and internationally.

QCOM 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 March 7th, 2017.  

I voted AGAINST pay, comp committee members, auditor. FOR Proxy Access Amendments. See why below. I voted with the Board’s recommendations 57% of the time. View Proxy Statement via iiWisdom. Continue Reading →

Continue Reading ·

Apple (AAPL) Proxy Access: Proxy Score 44

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 →

Continue Reading ·

Egan-Jones Updates Voting Guidelines

Egan-JonesI have been using Egan-Jones Proxy Services (“EJPS”) for several months to help me decide how to vote my proxies and have come to value their advice. For example, I like their policy of withholding votes from the entire compensation committee when voting against say on pay.

Recently Egan-Jones announced the implementation of changes to their proxy voting guidelines for the 2017 Proxy Season. I like the direction they are going. Continue Reading →

Continue Reading ·

Whole Foods Proxy Access: Proxy Score 82

Whole Foods Proxy Access - Give Us the Key

Whole Foods Proxy Access – Give Us the Key (cartoon from Pensions & Investments)

Whole Foods Proxy Access, we have another chance to vote to make proxy access real before the annual meeting on February 17.

Whole Foods Market, Inc. (NASD:WFM) is a retailer of natural and organic foods and is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of four funds when I checked and voted.  Whole Foods Market (WFM)

I voted FOR Whole Foods Proxy Access and the report on Food Waste; AGAINST director Jonathan Sokoloff because of his poor attendance record. I voted with the Board’s recommendations 82% of the time. View Proxy Statement via iiWisdom. Continue Reading →

Continue Reading ·

United Natural Foods Inc: Proxy Score 55

United Natural Foods IncUnited Natural Foods Inc (UNFI) is a distributor and retailer of natural, organic and specialty products. The Wholesale segment is engaged in the national distribution of natural, organic and specialty foods, produce and related products in the United States and Canada. The Other segment includes a retail division, which engages in the sale of natural foods and related products to the general public through retail storefronts on the east coast of the United States; a manufacturing division, which engages in importing, roasting and packaging of nuts, seeds, dried fruit and snack items, and its branded product lines. Its operations consist of three operating divisions: Wholesale Division, Retail Division, and Manufacturing and Branded Products divisions. The Company offers 100,000 natural, organic and specialty foods, and non-food products, consisting of national, regional and private-label brands.

Their annual meeting is coming up on December 15, 2016. Can’t make it to Providence, RI? Attend virtually, using the dedicated 16-digit access proxy control number included in your proxy materials.  ProxyDemocracy.org had collected the votes of 1 fund families when I checked. I voted FOR proxy access; AGAINST pay and compensation committee. I voted with the Board’s recommendations 55% of the time. View Proxy Statement. Continue Reading →

Continue Reading ·

Microsoft (MSFT): Proxy Score 56

MSFTMicrosoft Corporation (MSFT), operates a technology company, develops, licenses, and supports software products, services, and devices worldwide.

MSFT’s annual meeting is coming up on November 30, 2016. ProxyDemocracy.org had collected the votes of 3 fund families when I checked. Vote AGAINST pay, pay committee, stock plan. Vote FOR all other proxy items, especially my proposed amendments to proxy access to increase the ability of shareholders to group together to nominate directors.  I voted with the Board’s recommendations 56% of the time. View Proxy Statement via iiWisdom. Continue Reading →

Continue Reading ·

Reed’s Inc: Proxy Score 55

Reeds IncReed’s Inc. (REED), develops, manufactures, markets and sells fantastic natural non-alcoholic carbonated soft drinks and other confectionaries, such as Reed’s Ginger Brews; Virgil’s Root Beer, Cream Sodas, Dr. Better and Real Cola, including ZERO diet sodas; Culture Club Kombucha; China Colas; Reed’s Ginger candy and ice creams, and Sonoma Sparkler and other juice based products.

Their annual meeting is coming up on November 29, 2016. Unfortunately, the company is too small for ProxyDemocracy.org to follow, so no help there. However, I have been heavily involved with the Committee to Rescue Reed’s, so am intimately familiar with many of the issues. Vote FOR proxy access, split chair/CEO, forcing zombie directors to resign, all new board nominees and pay. Vote AGAINST Christopher J. Reed,  Auditor, and Repricing options. I voted with the Board’s recommendations 55% of the time. View Proxy Statement; again, the company to small to pull up proxy via iiWisdom. Continue Reading →

Continue Reading ·

Clorox Company: Proxy Score 93

Clorox Company

Clorox Company

Clorox Company (CLX), operates through four segments:

  1. Cleaning – laundry, home care and professional products.
  2. Household – charcoal, cat litter and plastic bags, wraps and container products.
  3. Lifestyle – food products, water-filtration systems and filters, and natural personal care products.
  4. International many of the same consumer brands. 

Their annual meeting is coming up on November 16, 2016. ProxyDemocracy.org had collected the votes of 2 fund families when I checked. Vote FOR reducing the threshold to call a special meeting and all other items on the proxy. I voted with the Board’s recommendations 93% of the time. View Proxy Statement via iiWisdom. Continue Reading →

Continue Reading ·

Procter & Gamble (PG): Proxy Score 43

PGProcter & Gamble Co (NYSE:PG), provides consumer packaged goods. Their annual meeting is coming up on October 11, 2016.

ProxyDemocracy.org had collected the votes of 3 fund families when I checked. Vote AGAINST pay, committee; FOR reports on political activity and how PG is addressing pro-discrimination laws. I voted with the Board’s recommendations 43% of the time. View Proxy Statement via iiWisdom. Continue Reading →

Continue Reading ·

FedEx (FDX): Proxy Score 44

FDXFedEx Corporation (NYSE:FDX) provides transportation, e-commerce, and business services in the United States and internationally. Their annual meeting is coming up on September 26, 2016. Last day to vote is the 25th, unless you attend the meeting.

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 44% of the time. View Proxy Statement via iiWisdom. I’m on vacation, so sorry for the late and somewhat abbreviated post. Continue Reading →

Continue Reading ·

Caterpillar Inc: Proxy Score 50

Caterpillar Inc

Caterpillar Inc

Caterpillar Inc $CAT is a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. Their annual meeting is coming up on June 8, 2016.

ProxyDemocracy.org had collected the votes of two fund families when I checked. Vote AGAINST pay, committee, auditor; FOR all shareholder proposals – lobbying report, written consent, independent chairman. I voted with the Board’s recommendations 71% of the time. View Proxy Statement via iiWisdom. Continue Reading →

Continue Reading ·

Powered by WordPress. Designed by WooThemes