Tag Archives | ISS

Ocata Therapeutics: How I Voted – Proxy Score 37

Ocata TherapeuticsOcata Therapeutics Inc (NASD:OCAT), formerly Advanced Cell Technology, Inc. is a promising biotechnology company engaged in the development and commercialization of human pluripotent stem cell technology in the field of regenerative medicine. The company is one of the stocks in my portfolio, purchased about a year ago. Their next annual meeting is July 22, 2015. ProxyDemocracy.org had nothing on the company when I checked and voted on 7/16/2015. I voted with the Board’s recommendations 37.5% of the time and assigned them a proxy score of 37.5.

View Proxy Statement. Would it bust their budget to add a hyperlinked table of contents? Read Warnings below. What follows are my recommendations on how to vote the Ocata Therapeutics proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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LinkedIn Corporation: Proxy Score 17

LinkedIn CorporationLinkedIn Corporation (LNKD), together with its subsidiaries, operates an online professional network worldwide. It is one of the stocks in my portfolio. Their annual meeting is coming up on 6/3/2015. ProxyDemocracy.org had the vote of two funds when I checked and voted on 5/28/2015.  I voted with management 17% of the time and assigned LinkedIn Corporation a proxy score of 17.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the LinkedIn Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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PDL BioPharma: Proxy Score 40

PDL BioPharmaPDL BioPharma Inc (NASD:PDLI), one of the stocks in my portfolio, manages a portfolio of patents and royalty assets in the United States and Europe. The company is involved in the humanization of monoclonal antibodies and the discovery of a new generation of targeted treatments for cancer and immunologic diseases. Their annual meeting is coming up on 5/28/2015. ProxyDemocracy.org had the votes of one fund when I checked on 5/19/2015. I voted with Board recommendations 40% of the time. Continue Reading →

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Home Depot: Proxy Score 79

Home DepotHome Depot Inc (NYSE:HD), one of the stocks in my portfolio, sells a wide assortment of building materials, home improvement products and lawn and garden products and provides a number of services. Their annual meeting is coming up on 5/21/2015. ProxyDemocracy.org had the votes of four funds when I checked and voted on 5/14/2015. I voted with management 79% of the time and assigned Home Depot a proxy score of 79.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Home Depot 2015 proxy to enhance corporate governance and long-term value. Continue Reading →

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American Tower: Proxy Score 60

American TowerAmerican Tower Corp (NYSE:AMT), one of the stocks in my portfolio, operates and develops wireless and broadcast communications real estate with a portfolio of over 87,000 communications sites. Their annual meeting is coming up on 5/20/2015. ProxyDemocracy.org had the votes of one fund when I checked and voted on 5/13/2015. I voted with management 60% of the time and assigned American Tower a proxy score of 60. Continue Reading →

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3D Systems Corporation – Proxy Score 67

3D Systems3D Systems Corporation (NYSE:DDD) is one of the stocks in my portfolio. The Company is a provider of three-dimensional (3D) printing centric solutions. Their annual meeting is coming up on 5/19/2015. ProxyDemocracy.org had the votes of 0 funds when I checked and voted on 5/10/2015. I voted with management 67% of the time and assigned 3D Systems a proxy score of 67.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the 3D Systems 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Union Pacific Corporation: Proxy Score 50

Union PacificUnion Pacific Corporation (NYSE:UNP) is one of the stocks in my portfolio. Union Pacific is primarily a railroad operator. Their annual meeting is coming up on 5/14/2015. ProxyDemocracy.org had the votes of two funds when I checked and voted on 5/7/2015. I voted with management 50% of the time and assigned Union Pacific a proxy score of 50.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Union Pacific 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Chipotle Mexican Grill (CMG): Proxy Score 24

Chipotle Mexican GrillChipotle Mexican Grill, Inc. (NYSE:CMG) is one of the stocks in my portfolio. Chipotle Mexican Grill develops and operates fast-casual, fresh Mexican food restaurants throughout the U.S., which serve a focused menu of healthy burritos, tacos, burrito bowls and salads. The company also has restaurants in Canada, England, France and Germany. Their annual meeting is coming up on 5/13/2015. ProxyDemocracy.org had the votes of four funds when I checked and voted on 5/6/2015. I voted with management 24% of the time and assigned Chipotle Mexican Grill a proxy score of 24. Continue Reading →

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3M Co (MMM): Proxy Score 58

3M3M Co (MMM), which operates as a diversified technology company worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 5/12/2015. ProxyDemocracy.org had the vote of four funds when I checked and voted on 5/7/2015.  I voted with management 58% of the time and assigned 3M a proxy score of 58.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the 3M 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Bristol-Myers Squibb Co (BMY) Proxy Score 46

Bristol-Myers SquibbBristol-Myers Squibb Co (BMY), which is engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of biopharmaceutical products on a global basis, is one of the stocks in my portfolio. Their annual meeting is coming up on 5/5/2015. ProxyDemocracy.org had the votes of four funds when I checked and voted on 4/30/2015. I voted with management 46% of the time and assigned Bristol-Myers Squibb a proxy score of 46.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Bristol-Myers Squibb 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Tractor Supply Company (TSCO): Proxy Score 100

Tractor SupplyTractor Supply Company (TSCO) is one of the stocks in my portfolio. They offer a comprehensive selection of merchandise, which include equine, livestock, pet and small animal products; hardware, truck, towing and tool products; seasonal products, including lawn and garden items, power equipment, gifts and toys; maintenance products for agricultural and rural use, and work/recreational clothing and footwear. Their annual meeting is coming up on 5/5/2015. ProxyDemocracy.org had the votes of three funds when I checked and voted on 4/27/2015. I voted with management 100% of the time and assigned Tractor Supply a proxy score of 100.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Tractor Supply Company 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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EMC Corporation (EMC): Proxy Score 56

EMCEMC Corporation (EMC), which develops, delivers, and supports information infrastructure and virtual infrastructure technologies, solutions, and services, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/30/2015. ProxyDemocracy.org had the vote of three funds (I added CalSTRS) when I checked and voted on 4/26/2015. I voted with management 56% of the time and assigned EMC a proxy score of 56. Continue Reading →

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Kimberly Clark Corp (KMB): Proxy Score 57

Kimberly ClarkKimberly Clark Corp (KMB), which manufactures and markets personal care, consumer tissue, and K-C professional products, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/30/2015. ProxyDemocracy.org had the vote of four funds when I checked and voted on 4/24/2015. I voted with management 57% of the time and assigned Kimberly Clark a proxy score of 57.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Kimberly Clark 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Fluor Corporation (FLR): Proxy Score 64

Fluor CorporationFluor Corporation (FLR), which provides engineering, procurement, construction, fabrication and modularization, commissioning and maintenance, and project management services worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/30/2015. ProxyDemocracy.org had the vote of one fund when I checked and voted on 4/23/2015. I voted with management 64% of the time and assigned Fluor Corporation a proxy score of 64.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Fluor Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Bio-Rad Laboratories (BIO): Proxy Score 33

Bio-Rad LaboratoriesBio-Rad Laboratories, Inc. (BIO), which manufactures and supplies products and systems used to separate complex chemical and biological materials, as well as to identify, analyze, and purify their components for life science research, healthcare, analytical chemistry, and other markets, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/28/2015. ProxyDemocracy.org had the vote of two funds when I checked and voted on 4/22/2015. I see CalSTRS voted with management on all issues. I voted with management 33% of the time and assigned Bio-Rad Laboratories a proxy score of 33. Continue Reading →

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General Electric Company (GE): Proxy Score 57

GEGeneral Electric Company (GE), which operates as an infrastructure and financial services company worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2015. ProxyDemocracy.org had the vote of two funds when I checked and voted on 4/15/2015.  I voted with management 57% of the time and assigned General Electric a proxy score of 57.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the General Electric Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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NCR Corporation (NCR): Proxy Score 50

NCRNCR Corporation (NCR), which provides solutions and services that enable businesses to connect, interact, and transact with their customers worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2015. ProxyDemocracy.org had the vote of one fund when I checked and voted on 4/14/2015.  I voted with management 50% of the time and assigned NCR Corporation a proxy score of 50.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the NCR Corporation 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Proxy Access at FirstMerit, No Exception

FirstMerit

Morrow&Co

Morrow&CoFirstMerit (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 April 3rd Morrow & Co. advisory was that “ISS did not make reference to the shareholder proposal that was omitted from the proxy,” recommended in favor of the proposal and was not recommending a withhold on any directors. Continue Reading →

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Starbucks Corporation (SBUX): Proxy Score 81

StarbucksStarbucks Corporation $SBUX, which operates as a roaster, marketer, and retailer of specialty coffee worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/18/2014. ProxyDemocracy.org had the votes of four funds (now more) when I checked and voted on 3/8/2015.  I voted with management 81% of the time and assigned Starbucks a proxy score of 81.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Walt Disney 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Apple: The Case for Proxy Access

apple

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. If not, we’ll be back at that meeting with our own proxy access proposal.

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The Walt Disney Company (DIS): Proxy Score 79

DisneyThe Walt Disney Company $DIS, which operates as a worldwide entertainment company, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/12/2014. ProxyDemocracy.org had the votes of four funds when I checked and voted on 3/8/2015.  I voted with management 79% of the time and assigned them a proxy score of 79.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Walt Disney 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Qualcomm Incorporated (QCOM): Proxy Score 89

QualcommQualcomm Incorporated (QCOM), which designs, develops, manufactures, and markets digital communications products and services in China, South Korea, Taiwan, and the United States, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/9/2014. ProxyDemocracy.org had the votes of four funds when I checked and voted on 3/2/2015.  I voted with management 89% of the time and assigned them a proxy score of 89.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Qualcomm 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Berry Plastics Group: Proxy Score 33

Berry Plastics logoBerry Plastics Group Inc. (BERY), which manufactures and distributes plastic consumer packaging and engineered materials in North America and internationally, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/4/2014. ProxyDemocracy.org had the votes of only one fund when I checked and voted on 3/1/2015. However, I was able to find the votes of CalSTRS. I voted with management 33% of the time, so assigned them a proxy score of 33.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Berry Plastics Group 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Directors Forum 2015: Part 2

Stay Or Go

‘Stay Or Go’ Panel

Disclaimer: I’m sharing a few notes from Directors Forum 2015 held at San Diego University beginning 2/25/2015 and ending 2/27/2015. The Forum is held under the Chatham House Rule, so you won’t read any juicy tidbits here. However, I do hope to give readers some flavor of the topics discussed and a little on the general range of opinions. I have take slight liberties with the rule with regard to individual featured speakers, giving some sense of their talks without revealing the specifics of cases raised or providing quoted material of any substance.

Kerrii Anderson

Kerrii Anderson

Directors Forum 2015: Session 3 “Should We Stay or Should We Go? At Play on the Global Stage

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Video Friday: Rise of Controlled Corporations

Rock Center for Corporate GovernanceOn January 12, 2015, Stanford’s Rock Center for Corporate Governance hosted a panel discussion called “The Rise of Controlled Corporations.” Unfortunately, this is one program at the Rock Center that I missed.

With Alibaba’s recent IPO on NYSE (instead of Hong Kong or China), the “one-share, one-vote” corporate governance standard has once again been challenged. Continue Reading →

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Alignment Gap Between Say on Pay Voting & Creating Value

Alignment Gap Between Say on Pay Voting & Creating ValueA 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 as compared to those that destroy value. Continue Reading →

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United Natural Foods (UNFI) – Proxy Score 82

UNFIUnited Natural Foods, Inc. (UNFI) , which distributes and retails natural, organic, and specialty foods, as well as non-food products primarily in the United States and Canada, is one of the stocks in my portfolio. Their annual meeting is coming up on 12/17/2014. ProxyDemocracy.org was down when I checked and voted on 12/14/2014. I hope they are able to obtain continued funding to keep the site going. If anyone would like to make a tax deductible contribution to that effort, please email Andy Eggers, cc James McRitchie (I’ll match whatever you contribute up to $2,500). I voted with management 82% of the time and assigned them a proxy score of 82.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the United Natural Foods 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Guidewire Software (GWRE) – Proxy Score 33

GuidewireGuidewire Software Inc ($GWRE), which provides software products for property and casualty insurers, is one of the stocks in my portfolio. Their annual meeting is coming up on 12/4/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 12/1/2014. Sorry for the late post. Tomorrow is the last day to vote online. I voted with management 33% of the time and assigned them a proxy score of 33.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Guidewire Software 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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

IRRCi study on CEO PayTotal 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” metrics. To be a deductible business expense, pay had to be linked to performance. Stock price was an easy proxy for performance and the link was acceptable to the IRS. Before the amendment, in 1991, average CEO pay at large public firms was 140 times that of average employees. By 2003, it was approximately 500 times. Whereas equity-based compensation at such firms was zero percent in 1984, it climbed to 66% by 2001. The percentage of CEO pay from stock option grants rose from 35% in 1994, to 85% by 2001.

As the authors point out, “total shareholder return is, by far, the most dominant performance metric in long-term incentive plans.” Yet, increased TSR often has little to do with actually growing a business for the long-term. The rise of fall in stock price generally has little to do with CEO effort. When there is effort involved, rewards come quicker through cost-cutting (firing employees, reducing R&D), stock buybacks or financial engineering than by developing new products, training staff or increasing sales. Continue Reading →

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