I’m not raising the Costco–Walmart comparison as an abstract exercise. It stems from decades of practical engagement with corporate governance. Especially, executive compensation, and the repeated defense of our growing inequality as an economic inevitability rather than an acknowledged design choice. We All Do Better When We All Do Better – Music for a Democratic […]
GS Ascertain Client Voting Preferences is a shareholder proposal filed by James McRitchie at Goldman Sachs (GS). We want Goldman Sachs to advance democratic corporate governance, to be aware of and report on the reputational and financial risks it faces over a misalignment between the proxy votes it casts and its client’s values and preferences. […]
Exact Sciences 2022 annual meeting is June 9, 2022, at 8:00 am Pacific. It is a virtual-only meeting on the Broadridge platform. Of course, I (James McRitchie) recommend voting in advance, especially since many companies cut off voting as soon as proposals have been presented. To enhance corporate governance and long-term value, vote Against Petrovic, Zanotti, Omnibus Stock Plan; […]
Netflix 2021 annual meeting is June 3, 3 PM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit here. To participate, you need the 16-digit control number provided on your proxy card or voting instruction form. Of course, I recommend voting in advance. To enhance long-term value. Vote Against all directors, auditors, […]
BlackRock 2021 annual meeting is May 26, 5 AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting, visit here with your control number. I recommend voting in advance. To enhance long-term value. Vote AGAINST Ford, Einhorn, Johnson, Mills, Nixon, Domit, Pay, Auditor. Vote FOR Convert to Public Benefit Corporation. (more…)
Amazon 2021 annual meeting is May 26, 9 AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit here. You will need the control number you got from ProxyVote or elsewhere. Amazon will limit questions to one per shareholder. Of course, I recommend voting in advance online by May 25. To […]
Thermo Fisher Scientific 2021 annual meeting is May 19, 10AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit here. From there you will at least need the control number you got from ProxyVote or elsewhere. Of course, I recommend voting in advance. To enhance long-term value. Vote AGAINST Casper, Chai, […]
3D Systems 2021 annual meeting is May 18, 11 AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit here. To participate, you will need the 16-digit control number provided on your proxy card or voting instruction form. Of course, I recommend voting in advance. To enhance long-term value. Vote AGAINST […]
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 […]
Alphabet 2020 annual meeting is 6/3/2020 at 9AM 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 and Board items. Vote FOR All Shareholder Proposals. See list of all virtual-only meetings maintained by ISS. Vote by 6/2 or it will be too late, […]
NextEra Energy 2020 annual meeting is 5/21/2020 at 6AM Pacific, the in-person meeting will be webcast. I am not sure if shareholders will be able to vote online during the meeting. To enhance long-term value: Vote AGAINST Camaren, Dunn, Robo, Schupp, Swanson, Executive Pay. Vote FOR Political Contributions Report, Written Consent. See list of all […]
Chipotle 2020 annual meeting is 5/19/2020 at 8AM Pacific virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST Baldocchi, Niccol and Flanzraich, Auditor, Pay. Vote FOR Retention of Shares, Independent Chair, Report on Arbitration and Written Consent. See list of all virtual-only meetings maintained by ISS. (more…)
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, […]
Kellogg 2019 annual meeting is April 26th. Stock price fared poorly for the last five years, so the CEO should not be paid as if he had average performance. Vote AGAINST pay. The Compensation Committee should not be reelected, since they recommended average pay for below average performance. Vote AGAINST Laschinger and Tasted. Vote AGAINST […]
Intuitive Surgical 2019 annual meeting is April 25th. Vote AGAINST (1F) Alan Levy and (1H) Mark Rubash. Vote FOR #5 Eliminate Supermajority Provisions. (more…)
The Northern Trust 2019 annual meeting is April 23rd. Vote AGAINST Bynoe, Richards, Slark, and Tribbett; AGAINST Executive Pay & Auditor: FOR Disclose Political Contributions and Right to Call a Special Meeting. (more…)
The FedEx 2018 annual meeting is September 24th. Vote AGAINST John A. Edwardson, Paul S. Walsh, Marvin R. Ellison, John C. (“Chris”) Inglis, Shirley Ann Jackson and Susan C. Schwabas, as well as the pay package. Vote FOR all three shareholder proposals. (more…)
A stock buyback can increase senior executive pay, unrelated to performance. First, stock buybacks increase the value of long-term performance stock options and other forms of equity pay. Second, senior executives sometimes time their own stock sales to take advantage of the bump in price that usually accompanies stock buyback announcements. Such behavior defeats the […]
The Progenics Pharmaceuticals 2018 annual meeting is June 13. Vote AGAINST Crowley and Kishbauch, the stock incentive plan and FOR proxy access amendments to enhance long-term shareholder value. Vote to make our great company even better. (more…)
The Caterpillar 2018 annual meeting is June 13. Vote AGAINST the pay package and FOR the shareholder proposals to enhance long-term value. Your vote can help make a great company even better. (more…)
Netflix 2018 annual meeting is June 6, 2018. Vote FOR all of the shareholder proposals to enhance long-term value. The Board keeps ignoring our votes. We need to keep reminding them we want the normal shareholders rights. Netflix (NFLX), an Internet television network, engages in the Internet delivery of television (TV) shows and movies on various Internet-connected […]
Ford Motor Company (F) designs, manufactures, markets, and services a range of Ford cars, trucks, sport utility vehicles, and electrified vehicles; and Lincoln luxury vehicles worldwide. Placing a big bet on the continued profitability of gas guzzling SUVs and trucks, they recently announced phasing out most sedans. Most shareholders do not vote because reading through […]
The CEO Pay Machine: How it Trashes America and How to Stop it (Amazon) by Steven Clifford should be mandatory reading for all compensation committees and those who vote proxies for large funds. The book is easily read and understood by the layperson. It also includes the fact-based evidence needed to convince fiduciaries that voting against […]
Tesla Motors Inc $TSLA, designs, develops, manufactures and sells electric vehicles and energy storage products. Their annual meeting is coming up on May 31, 2016. ProxyDemocracy.org had collected the votes of two fund families when I checked. Vote AGAINST compensation committee; FOR Reduce Supermajority. I voted with the Board’s recommendations 71% of the time. View Proxy Statement via iiWisdom. (more…)
BlackRock Inc (NYSE:BLK) provides investment and risk management services to institutional and retail clients across the world. Its product offerings include single- and multi-asset class portfolios investing in equities, fixed income, alternatives and money market instruments.. Their annual meeting is coming up on May 25, 2016. ProxyDemocracy.org had collected the votes of three fund families when […]
Publisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC machine. Five […]
In a recent Stanford “Closer Look” publication (How ISS Dictates Equity Plan Design), Ian D. Gow (Harvard but graduated from Stanford), David F. Larcker, Allan l. Mccall, and Brian Tayan argue ISS dictates pay equity plans. ‘Nonsense,’ was my first reaction. ISS policies generally reflect the will of its customers. The authors have a point […]
This unique “must have” two volume set traces the development of corporate governance thought around the core issue of the separation of ownership and control while also touching on the board of directors, executive pay, shareholder activism and the regulatory structures that shape corporate governance in the U.S. I include the index to both volumes at […]
This is the last in my series on the Corporate Directors Forum 2013. See materials, slideshow, Corporate Directors Forum 2013: Bonus Session, and Corporate Directors Forum 2013 – Day 1, Part 1, and Corporate Directors Forum: Day 1, Part 2. The program was subject to the Chatham House Rule, so there will be little in the way of attribution below but I hope to provide […]
On Friday, January 18th, The Conference Board Governance Center hosted a debate on Executive Compensation and the Utility of Peer Groups in collaboration with the University of Delaware’s John L. Weinberg Center for Corporate Governance. Latham & Watkins provided the venue for the program. (more…)
Hostess In the process of complete liquidation, Hostess essentially admits it robbed the pensions of 18,000 unionized workers and put it toward executive pay for winding down the company. According to AlterNet, Just last month, a judge agreed to let Hostess executives suck another $1.8 million out of the bankrupt company to pay bonuses to […]
The common belief that firms exists to maximize shareholder value has led to massive growth in stock-based compensation for executives and a naive and wrongheaded coupling of the “real” market (the business of designing, making and selling products and services) with the “expectations” market (the business of trading stocks, options and complex derivatives). It’s a […]
How Not to Argue for Bonuses. Reprinted with permission from PIRC Alerts, 17 July 2012. PIRC is the UK’s leading independent research and advisory consultancy providing services to institutional investors on corporate governance and corporate social responsibility. (more…)
For future reference, I’m bookmarking 2012 Say-on-Pay Votes: Fulfilled Expectations, Though Not Without Surprises by Shirley Westcott of Alliance Advisors, LLC, originally published in the corporate governance newsletter VIPsight. (more…)
I tagged this post (MSCI pays big dough to new CFO…) by Sonya Hubbard at Footnoted* a while back, mainly because I own a few shares of MSCI in my portfolio. (more…)