Tag Archives | Glass Lewis

SEC Proposal to Improve Proxy Voting

SEC Proposal to Improve Proxy Voting Advice

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 […]

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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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Real-Time Proxy Voting Disclosure - Image from Pensions & Investments

Real-Time Proxy Voting Disclosure Will Drive Competition

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 […]

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Do the opposite

Do the Opposite: Franklin Resources Plays George

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…)

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SEC Video Proxy Process

SEC Proxy Process Video 11-15-2018

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…)

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Glass Lewis 2018 Proxy Advice Update

Glass Lewis 2018 Proxy Advice Update

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 […]

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SB 826

SB 826: Sidley Austin LLP Update

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…)

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Shareholder Collaboration

Shareholder Collaboration

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 […]

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‘Substantial Implementation’ Will Backfire

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 […]

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Whole Foods Proxy Access - Give Us the Key

Vote Real Proxy Access at Whole Foods

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 […]

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FirstMerit

Proxy Access at FirstMerit, No Exception

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 […]

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proxy access

Replay the Glass Lewis Conference Call on Proxy Access

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 […]

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apple

Apple: The Case for Proxy Access

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. […]

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Alignment Gap Between Say on Pay Voting & Creating Value

Alignment Gap Between Say on Pay Voting & Creating Value

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 […]

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IRRCi study on CEO Pay

CEO Pay: Link to the Cost and Future Value of Capital

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” […]

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Public Opinion equates Wall Street with Greed

Will Corporate Elites Attack Public Opinion Next?

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. […]

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CalHR Savings Plus

Savings Plus: Transparent Proxy Voting Needed

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, […]

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CalHR Savings Plus

California’s Savings Plus: Better Proxy Voting Disclosure Needed Part II

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 […]

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P&I Proxy Voters Cartoon re fiduciary duty

Letter to P&I Re Fiduciary Duty Editorial

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 […]

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Fiduciary Duty to Announce Votes (Part 3): Take Action

Fiduciary Duty to Announce Votes (Part 3): Take Action

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 […]

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Citigroup Inc (C): How I Voted – Proxy Score 33

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 […]

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Directors Forum 2014: Morning Sessions

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 […]

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Take Action: Proxy Advisory Services Roundtable Seeks Comments

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 […]

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Cisco Systems: Proxy Proposal #5 – 11 Q&A

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 […]

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Cisco Systems: Prime Target For Proxy Advisor Competition

Cisco Systems (CSCO) faces challenges as never before. For example, see Here’s What Happened When Cisco Lost A $1 Billion Deal With Amazon. Meeting those challenges will take a concerted effort by management and the board of directors. Shareowners, who elect the board and vote on major proxy issues facing our company, also play an important role […]

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Review: A Real Look at Real World Corporate Governance

This book follows the theme of Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences also by David Larcker and Brian Tayan. Larcker is the James Irvin Miller Professor of Accounting, Stanford Graduate School of Business. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. While Corporate Governance […]

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Corporate Elections: Looking in the Wrong Places

Bartlett Naylor, Financial Policy Reform Advocate, and Taylor Lincoln, Research Director, both with Public Citizen’s Congress Watch division, wrote an excellent post recently, Looking for Conflict in All the Wrong Places. They criticize the the Congressional hearing entitled “Examining the Market Power and Impact of Proxy Advisory Firms.” Instead of proxy advisors, Congress should be looking […]

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Goldman Sachs (GS): Vote for Proxy Access

Goldman Sachs ($GS) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/23/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 5/15/2013. I’ll check back and may post again on GS before the voting deadline, depending on developments. I voted with management 26% of the time.  View Proxy Statement. Warning: Be sure […]

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Proxy Advisors Get Tougher

I blogged about this in December (Key Changes to Proxy Advisor Policies for 2013), mainly referring to a recent Alert from Weil. Writing for Alliance Advisors, Shirley Westcott, has added to the mix. I’m not sure when it was actually written because the publication says January 2013 at the top but September 2012 at the bottom. Nevertheless, another […]

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