Tag Archives | (i)(9)

Shareholder Proposal Reform Rebutted

Shareholder Proposal Reform

Shareholder Proposal Reform or Fat-Cat Entrenchment?

The U.S. Chamber of Commerce Center for Capital Markets Competitiveness (CCMC) released a paper on shareholder proposal reform, which contains a “set of recommendations for the SEC on fixing the broken Rule 14a-8 system in order to protect investors and make the public company model more attractive.” See also the Chamber’s press release, U.S. Chamber Offers Recommendations to SEC on Shareholder Proposal Reform.

Rule 14-8 is not broken, many of the Chamber’s attestations are alternative facts and its recommendations are more likely to hurt our economy than help it. The paper is very similar to their previously released Responsible Shareholder Engagement And Long-Term Value Creation: Modernizing the Shareholder Proposal Process. As I wrote in my rebuttal last year (Business Roundtable to SEC: Muzzle Shareholders),

‘modernization’ for the Business Roundtable means moving the SEC further and further from its primary mandate of ‘investor protection’ by creating a democracy-free zone for entrenched managers.

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Foiled Without Binding Proxy Access Proposals

There will be no rush to binding proxy access proposals, thanks to a July 21 denial of a no-action request filed by H&R Block. Corporations (HRB) continue with Wile E. Coyote type plots to derail genuine proxy access. See this incoming no-action request from Microsoft (MFST). However, in the case of H&R Block we foiled the latest plot to keep corporate governance a democratic-free zone without resorting to binding proxy access proposals. Continue Reading →

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Apple Shareholders Rejected Real Proxy Access

Apple Shareholders Rejected Real Proxy AccessApple shareholders rejected real proxy access at their meeting on February 25, 2016. Maybe shareholders thought they already have it. Recent decisions by the SEC could lead shareholders to believe proxy access was “substantially implemented.”

Maybe they wanted to support Apple’s management while the company is under attack from the FBI.  

ISS recommended a “For” vote. Shouldn’t that have guaranteed passage?

We probably won’t know for months which Apple shareholders rejected real proxy access… and maybe that’s the key point.

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“Directly Conflicts” Clarified by Staff Legal Bulletin

Seal of SECNever underestimate the ability of SEC staff to parse the rules in a creative way. Staff Legal Bulletin No. 14H (CF) does not adhere completely to original intent, which staff determined was “to prevent shareholders from using Rule 14a-8 to circumvent the proxy rules governing solicitations.” However, it gets us where we need to be in defining the meaning of “directly conflicts” with regard to Rule 14a-8 exclusions. Continue Reading →

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Take Action: Defend Your Vote – SEC’s Rule 14a-8(i)(9) Review

Hijacked- Rule 14a-8(i)(9) Review

Rule 14a-8(i)(9) Review

Take Action: Comment on SEC’s Rule 14a-8(i)(9) Review

As proxy season draws to an end, managers, boards and their legal advisors are calling on the SEC to allow companies to exclude shareholder proposals if a company includes a proxy proposal on the same subject, even if it would do the opposite of the shareholder proposal. That recommendation threatens to hijack the very existence of the proxy proposal system, which simply  allows shareholders to petition boards to take action and to put those petitions to a proxy vote to gauge support from  shareholders. Your meaningful vote in corporate elections and the foundations of democratic corporate governance are at stake. Continue Reading →

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Proxy Access: Keith Higgins Speaks on SEC’s (i)(9) Review

Broc Romanek

Broc Romanek, Editor of TheCorporateCounsel.net & CompensationStandards.com

Yesterday (2/10/2015), Corp Fin Director Keith Higgins delivered this interesting speech entitled “Rule 14a-8: Conflicting Proposals, Conflicting Views.” There are some really interesting things in this speech on counterproposals, etc., although there isn’t much that helps those companies grappling with proxy access shareholder proposals this proxy season (but there is some, such as #6 below). Here’s some notables from Keith’s speech: Continue Reading →

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