Declassify Boards: Join the Fight Click for 1 minute audio introduction below: Corporate governance is key. Get that right, and we can elect directors who care about growing our companies and our wealth by engaging employees and operating sustainably. Companies run by dictators oppress workers, externalize costs, and support presidents who act like dictators. To […]
ServiceNow 2025: Don’t Let ServiceNow Play “Gotcha” with Shareholder Nominations Vote FOR Proposal 6: Right to Cure Have you ever experienced a situation where a small mistake, perhaps technicality, was called out, not as an opportunity to fix it, but to ensure your failure? ServiceNow’s bylaws are designed to trap shareholders in a web of […]
2024 Proxy Season Results are almost entirely in for proposals I submitted for this year. This updates a prior post of 7/23/24. I haven’t reported any additional losses since that post. I can now count wins or partial wins on 32 out of 52 proposals, about 62%. We lost on 20 proposals. Six were a […]
ISS Annual Survey 2024: A Call for Systemic Proxy Advice ISS, a leading proxy advisory firm, is seeking input for its annual survey, which will close on September 5. This presents a crucial opportunity for investors to shape proxy advice considering the systemic impact of votes across diversified portfolios. Glass Lewis had a similar survey, […]
Proxy Voting as if Systems Matter. Investors currently get essentially the same voting advice if they are broadly diversified or if their investments are highly concentrated. That doesn’t make sense if they are attempting to use their votes to enhance their financial returns. It also may not make sense strategically, even if they are concerned […]
Leading by Example. Norges Bank Investment Management (NBIM) has already gained influence after deciding to pre-disclose its proxy votes its proxy votes (typically 5 days before AGM) beginning in 2021. Following NBIM’s pre-disclosure to vote against a proposal, opposition by other shareholders increases by approximately 2.7%. Compare that to ISS (12%) and Glass Lewis (6.5%). […]
SOC Takes on SBUX: Finally, The First ESG Proxy Contest Under UPC For over a year, we and others speculated that ESG proponents would pounce on universal proxy cards (UPC) as a way to escalate efforts to exert influence over companies. Since UPC became mandatory in September 2022, we have seen exactly zero proxy contests […]
Testimony to CalPERS 3/13/2023, Investment Committee Item 6b, by Jim McRitchie, a retired member. Note: Actual testimony was limited to 3-4 minutes. This version is slightly longer and includes links. (more…)
Illegal Marrone Bio proxy threatens not only their own shareholders but those of all companies. If Marrone Bio gets away with it, so can others. What can we do when a company violates the law and the SEC fails to act? We could go to court but that’s expensive. Instead, let’s mobilize. If enough cry foul, […]
GPW (Global Proxy Watch) discussed selected comments from investors to the SEC concerning two proposed rules in an article entitled Blowback, reproduced below with permission. GPW normally runs two pages, summarzing weekly developments on governance and stewardship from Stephen Davis and Aaron Bernstein. Blowback took almost a page. (more…)
SEC Proposal to Improve Proxy Voting to Have Opposite Effect SEC proposal to improve proxy voting advice would raise the cost of proxy voting analysis, reduce the number of customers and ultimately reduce shareholders ability to hold public companies accountable. If enacted, control of capital will be further removed from Main Street investors [Mr. and […]
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. […]
Real-time proxy voting disclosure by big funds could drive competition for investments from individual investors and smaller institutional investors with few resources for proxy analysis. Such disclosures would also go a long way in solving problems raised by Delaware Supreme Court Chief Justice Leo E. Strine, Lucian Bebchuk, and the Main Street Investors Coalition regarding potential […]
Do the Opposite was funny in the sitcom Seinfeld but not so funny when Franklin Resources does the opposite of shareholder proposals. In fact, doing the opposite threatens the existence of even the facade of democratic corporate governance, alive since 1947 with the legal right of shareholders to file and vote on proposals. (more…)
SEC Proxy Process Video: November 15, 2018 In the interest of documenting important events in corporate governance, I am here bookmarking the SEC Proxy Process Video from November 15, 2018, for future reference. Read transcript by downloading the following pdf: SEC TranscriptShareholderProposalsRoundtable. (full day) SEC Proxy Process Video (Click to View) (more…)
Glass Lewis 2019 proxy advice updates address many issues. See 2019 Proxy Paper Guidelines: An Overview of the Glass Lewis Approach to Proxy Advice. I have reproduced much of the summary of changes below, leaving off the section discussing clarifying amendments. One that stands out for our small group of so-called ‘gadflies’ addresses our concern […]
SB 826 requires specified California-based public corporations to include women directors on their board. Sidley Austin LLP put out a bulletin on the topic. To ensure it receives widespread circulation, I am reproducing its main text below, with one minor change to break up an absurdly long sentence. (more…)
Shareholder Collaboration is a new ECGI working paper by Jill Fisch and Simone M. Sepe. Fisch is one of my favorite researchers, being insightful and less predictable than many of those in the primary academic hubs of corporate governance (Harvard, Stanford, and Delaware). In Shareholder Collaboration, the authors discuss the growing importance of a collaborative […]
Substantial implementation, that’s the deception companies have been arguing in order to obtain ‘no-action’ relief under SEC Rule 14a-8(i)(10) after implementing proxy access ‘lite.’ Law firms have been touting recent no-action letters released on February 12, with more in March 2016. It looks like a clear win for entrenched managers and directors for implementing only proxy […]
Today is your last chance to vote for real proxy access at Whole Foods Market Inc. (WFM, $WFM), unless you plan to attend the meeting in San Francisco tomorrow. The annual shareholder’s meeting will be held at the Fairmont Hotel, 950 Mason Street, San Francisco, California 94108 and will begin at 8 a.m. See Pension funds line up […]
FirstMerit (FMER) included a management proposal for proxy access in their annual meeting agenda and excluded a shareholder proposal on the same topic from the Firefighter’s Pension System of the City of Kansas City with a higher cap on nominees. See Proposal #4 Proxy Access. What was even more startling in the ‘news’ from an […]
On Thursday March 5th proxy advisor Glass Lewis held a conference call to discuss proxy access, i.e. the right for shareholders to place their director nominees on company proxies, instead of having to pay for a separate proxy and solicitation. The New York City Comptroller, Scott Stringer has taken the lead on proxy access this […]
Update: Preliminary voting results indicate that our proxy access proposal got 39% of the vote. Yes, the proposal could have been worded to more closely conform to the Rule 14a-11 standards. Hopefully, Apple got the message and will propose a “best practices” revision of their articles and bylaws as needed for the 2016 annual meeting. […]
A new study finds that economic value creation is not a major factor in institutional investors’ Say-on-Pay voting, nor in the recommendations of the two largest proxy advisors that counsel investors how to vote. The research reveals that there is no material difference between institutional investors’ Say-on-Pay voting for those companies that create economic value […]
Total shareholder return (TSR), is the most frequent metric used to pay CEOs for performance. The authors of this excellent study from IRRCi believe CEO pay should, instead, be linked to the cost and future value of capital. CEO Pay for ‘Performance” In 1993, Congress amended the tax code to tie executive pay to “performance” […]
Entrenched corporate elites may need to up their public opinion game. Robert Monks and Nell Minow are near the top of their attack list. (Shareholder crusaders Monks and Minow speak out) Having been sued several times for having the audacity to make recommendations to boards via shareowner proposals, I’m on there too. (see EMC v. […]
I’ve previously written two posts on California’s Savings Plus program and how one major contractor, Northern Trust has voted. (Part I & Part II) Below, I compare the votes of Northern Trust on proxy proposals with those recommended by the AFL-CIO. A similar exercise could be performed at any deferred compensation plan. Shareholders have voting rights, […]
This is the second of a two part series. Part I discussed proxy voting at Savings Plus, as compared with at CalPERS. CalHR’s Current RFP for Savings Plus CalHR recently released a Request for Proposal (RFP 700-14-01) seeking bids for investment management services for Savings Plus. Unfortunately, the RFP fails to require Savings Plus participants be informed […]
Proxy Insight, a brand new service providing the most comprehensive information on the actual voting behaviour of key global shareholders, is currently recruiting for a number of positions as outlined below. If you are interested in applying please send your CV and covering letter to careers@proxyinsight.com: (more…)
Below is an email I sent to Pensions & Investments (P&I) editorial chief Barry Burr praising their editorial enhancing fiduciary duty and opining on how it may speed the arrival of the time when retail investors will vote their values with the simple push of a button or two on their cell phones. I will follow […]
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 […]
Citigroup Inc $C, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2014. ProxyDemocracy.org had collected the votes of no funds when I checked and voted on 4/15/2014. I voted with management 33% of the time. View Proxy Statement. Why an index with no links? That seems so basic. Perhaps Citi doesn’t want to make reading […]
Below are some notes I took during the morning sessions at the Corporate Directors Forum 2014, held on the beautiful campus of the University of San Diego, January 26-28, 2014. This year, I was only able to attend on January 27th. The program was subject to the Chatham House Rule, so there will be little in the way of attribution […]
On November 27, 2013 the SEC Announced the agenda and panelists for their 12/5/2013 Roundtable On Proxy Advisory Services. In the first session, participants will discuss, among other topics, the current use of proxy advisory services, including the factors that may have contributed to their use, the purposes and effects of using the services, and […]
I received a series of questions about my 11/5/2013 post Cisco Systems: Prime Target For Proxy Advisor Contest. Since other $CSCO shareowners might have similar questions, I am posting the questions and our responses below regarding proxy proposal #5, APPROVAL TO HAVE CISCO HOLD A COMPETITION FOR GIVING PUBLIC ADVICE ON THE VOTING ITEMS IN THE PROXY […]