At Alphabet, Inc.’s most recent annual meeting on June 7, 2017, class A shareholders overwhelmingly supported a shareholder proposal asking company management to recapitalize the share structure so that each share has one vote. According to the proponents of the proposal, assuming that all outstanding class B shares were similarly voted, then up to 99.8% of class A shareholders supported the proposal. Of class B insider shares, if only executive officers and directors of the company are counted, then an estimated 88.7% of class A shareholders still supported this proposal. Continue Reading →
Tag Archives | James McRitchie
At the June 7 annual shareholder meeting of Alphabet, shareholders will vote for a sixth year in a row to weigh in on tech-giant Alphabet’s unequal voting structure. Today is the last day to vote without attending the meeting tomorrow.
Shareholders are expected to vote in favor of the Recapitalization Plan for all Stock to Have One-vote per Share the but winning depends on getting far more than a majority vote. It means those holding shares with out-sized votes being willing to yield their power. What will make them see the value of more democratic corporate governance? The election is more symbolism than real. Still, symbolism can be powerful. Continue Reading →
SciClone Pharmaceuticals Proxy Voting Guide by CorpGov.net. SciClone Pharmaceuticals, Inc. (SCLN), a specialty pharmaceutical company, provides therapies for oncology, infectious diseases, and cardiovascular disorders in the Peoples Republic of China, the United States. SciClone Pharmaceuticals is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of no fund families when I checked and voted. Their annual meeting is coming up on June 8, 2017.
I voted FOR #5 proxy access, proposed by me, James McRitchie. See how and why I voted this and other items below. I voted with the Board’s recommendations 80% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A).
The following is a coalition letter on Twitter, Co-ops and Democracy — specifically on our proxy proposal #4 Exit to Democratic Ownership. Take Action: vote before midnight Sunday (San Francisco time) by phone or electronic proxy OR vote on Monday at the Twitter annual meeting in San Francisco.
This is part of the #WeAreTwitter movement, well documented at BuyTwitter.org. I’m pasting the letter below and related links below that. Thanks to all who signed our letter. If the campaign continues at the annual meeting in 2018, I’m sure signatories will at least double.
The Walt Disney Company (NYSE:DIS), together with its subsidiaries, operates as an entertainment company worldwide.
The Walt Disney Company is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on March 8, 2017.
A lack of affordable SRI investing solutions may incentivize some savvy investors to do their own research and purchase their own portfolio of individual stocks, but this is almost always a mistake. There is power in the SRI Movement.
If you’re joining the SRI movement, it’s likely because you have a vision for our world and the economy that’s bigger than your own portfolio. To leverage the full scope of impact, you should identify ways that you can coordinate your efforts with others whose values overlap with your own. The easiest way to do this is by purchasing a SRI fund, but there are other ways to maximize your impact. Continue Reading →
The Committee to Rescue Reed’s declares victory and states how members intend to vote their proxies. With the annual meeting now set for November 29, I will post a more detailed analysis of the proxy by tomorrow. I have already received a number of inquiries from those asking how I will vote. Advice to me? Use the comment box below.
The Committee to Rescue Reed’s Announces That It Has Completed Its Near-Term Objectives at Reed’s and Is Therefore Withdrawing Its Board Nominees and Proxy Contest
Gratified That its Involvement Led to a Reconstituted Board with Four New Independent Directors
Rescue Reed’s Members State Their Intention to Vote Against Chairman & CEO Chris Reed for Failing to Work in Good Faith with the Committee to Appoint Shareholder Nominees to the Board
Rescue Members Intend to Remain Vigilant in Monitoring the Performance of the Company, its CEO and New Directors Continue Reading →
On October 11, 2016, the Committee to Rescue Reeds issued a statement concerning the breakdown in its recent good-faith efforts to work with the Issuer’s Chairman of the Board and CEO, Chris Reed, to reach a mutually agreeable director slate and avoid a proxy contest at the 2016 Annual Meeting. In its statement, the Committee noted that it remains hopeful that an expanded, mutually agreeable slate of nominees will ultimately be agreed upon by the parties, but that as of October 6, 2016, the independently mediated process the Committee and Mr. Reed had previously agreed to was obstructed by Mr. Reed’s failure to provide the names and contact information of the Board’s recommended nominees. Continue Reading →
Severely Disappointed that CEO Chris Reed Has Stalled the Process Aimed at Reaching a Mutually Agreeable Slate of Board Candidates
The Committee Has Tried to Work Constructively and in Good-Faith with Mr. Reed for Many Weeks to Reach a Compromise Board and Avoid a Proxy Contest, but to No Avail
The Committee Is Left with No Choice But to Proceed with Next Steps for Seeking the Election of its Five Highly Qualified Director Candidates at Reed’s 2016 Annual Meeting
Remains Open to Working with Mr. Reed to Arrive at a Unified Director Slate as Proxy Deadlines Loom Continue Reading →
H & R Block Inc (NYSE:HRB, $HRB) provides tax preparation and banking services and is one of the stocks in my portfolio. Their next annual meeting is September 8, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked and voted but Proxy Insight had many more. I voted in favor of my suggested proxy access amendments to current bylaws and with the Board’s recommendations 64% of the time. View Proxy Statement. Continue Reading →
Stock Buybacks: Directors Identify Four Reasons Stock Buyback Programs
Stock Buybacks: What Directors Say
I continue my review of The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 4 of the book, The Rise of Shareholder Accountability. As a shareholder advocate, this is my favorite part of The Handbook of Board Governance. See prior introductory comments and those on Part 1, Part 2 and Part 3. I suspect The Handbook of Board Governance will soon be the most popular collection of articles of current interest in the field of corporate governance.”
The Handbook of Board Governance: The Happy Myth, Sad Reality
Robert A.G. Monks warns, capitalism without owners will fail. The chapter is a condensed and updated version of Citizens DisUnited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream, which I reviewed here. Continue Reading →
When I agreed to contribute a chapter to Richard Leblanc’s book, I knew he was an excellent speaker, blogger and teacher. I also suspected he was a good promoter. How else could he attract over 23,000 members to his Linkedin group, Boards & Advisors? But, I never dreamed I’d see The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members make the lights of New York’s Times Square across from the Hard Rock Cafe. Now I’m half expecting to see Leblanc on the late night TV circuit, like a candidate for public office reaching out to voters.
Continue Reading →
Haranguing – A speech addressed to a large public assembly; a popular oration; a loud address to a multitude; in a bad sense, a noisy or pompous speech; declamation; ranting. A speech before a multitude or on the hustings.
Once again, the Deal Professor blasts gadflies John Chevedden, James McRitchie and William Steiner – this time for haranguing directors at annual meetings. A couple of years ago, Deal Professor Steven Davidoff Solomon equated our activities with terrorism (Deal Professor Equates Filing Proxy Proposals with Terrorism). Last week he wrote that we “make a habit of haranguing directors at corporate meetings.” (Online Shareholder Meetings Lower Costs, but Also Interaction, NYTimes, 5/31/2016).
In an otherwise fairly balanced article on the positives and negatives of online shareholder meetings, Solomon writes, Continue Reading →
iRobot adopts proxy access bylaws filed with SEC Form 8-K on March 9, 2016 (See Section 11). James McRitchie, publisher of Corporate Governance (CorpGov.net) conditioned withdrawal of his proposal for proxy access at iRobot (IRBT) on the amended bylaws, including several key elements meeting best practices as outlined by the Council of Institutional Investors. Continue Reading →
McRitchie Interview by Rafat
McRitchie interview by Rafat. At last week’s meeting of Whole Foods Market shareholders, I met with Matthew (Mateo) Rafat, whom I’d known of because of his series of posts at Seeking Alpha. He was the only one reporting what happened at shareholder meetings. This was the first time we had met in-person.
After the Whole Foods meeting, where my proxy access proposal received a 40% vote, Matthew and I grabbed a bite to eat. He then recorded the interview posted below. I’ve add some commentary below to make our discussion, especially my answers, a little more comprehensible.
We discussed issues of interest to many shareholders such as proxy access and how it differs from a proxy contest, why diversity is important, why shareholders submit precatory proposals rather than binding resolutions and a little about the rulemaking process. Continue Reading →
TK Kerstetter of Boardroom Resources, LLC, interviews James McRitchie, Publisher of CorpGov.net and Shareholder Advocate. I’ve pasted TK’s intro and video from Inside America’s Boardrooms below, followed by some additional comments. I hope you enjoy the show. Continue Reading →
CSP Inc. (CSPI), together with its subsidiaries, develops and markets IT integration solutions and cluster computer systems to commercial and defense customers in the Americas, Europe, and Asia. CSP Inc. is one of the stocks in my portfolio. Their annual meeting is on February 9, 2016. ProxyDemocracy.org didn’t have a listing for CSP I presume it is because the company is too small. I voted for the directors, pay, auditor and for proxy access, therefore with the Board’s recommendations 87% of the time. View Proxy Statement. Continue Reading →
Let’s change Vanguard’s political disclosure vote. Our nation’s largest mutual fund voted against all resolutions submitted by shareholders asking for companies to disclose their political spending. Shouldn’t we have the right to know what candidates our investments are supporting?
Vanguard’s Political Disclosure Vote Needs Changed
Join more than 59,000 American’s who have already petitioned Vanguard to change their proxy voting behavior. Support shareholder resolutions that seek disclosure of political spending at companies where Vanguard owns a shares. If Vanguard votes with us, instead of against us, it won’t be long before other large funds like BlackRock start doing the same. Within a few years, we could actually begin to know what companies are funneling how much money to which candidates. Vanguard’s political disclosure vote can be changed – with your help. Sign the petition by U.S. PIRG to change Vanguard’s political disclosure vote. Continue Reading →
Who Withdraws Shareholder Proposals and Does It Matter? An Analysis of Sponsor Identity and Pay Practices is the title of an import study in the November 2015 issue of Corporate Governance: An International Review. Examination of this topic is long overdue. Companies constantly take full credit for corporate governance reforms, such as the addition of proxy access bylaws, when they are doing so only to avoid a vote on a more robust shareholder proposal. Continue Reading →
A North American board governance guru, Dr. Richard LeBlanc is put on the hot seat to discuss key steps to creating a great board—and how investors can know how effective their board really is. LeBlanc and host TK Kerstetter talk about board leadership, board assessments, board recruitment and composition.
Kerstetter also quizzes LeBlanc about his book, Inside the Boardroom: How Boards Really Work and the Coming Revolution in Corporate Governance. The two discuss his predictions and whether a corporate governance revolution he projected in 2005 actually transpired. Continue Reading →
GPW – Global Proxy Watch “recognizes 10 people around the world who have had the most impact on corporate governance” each year. Since I found myself on this year’s list, I’m reproducing it below, so that I have a record of this honor.
Continue Reading →
United Natural Foods, Inc. $UNFI, together with its subsidiaries, distributes and retails natural, organic, and specialty foods and non-food products in the United States and Canada. United Natural Foods is one of the stocks in my portfolio. Their annual meeting is on December 16, 2015. ProxyDemocracy.org had collected the votes of four funds when I checked. I voted with the Board’s recommendations 42% of the time. View Proxy Statement.
Medtronic PLC ($MDT) manufactures and sells device-based medical therapies worldwide. Medtronic is one of the stocks in my portfolio. Their annual meeting is on December 11, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted with the Board’s recommendations 44% of the time. View Proxy Statement.
WDFC develops and sells maintenance products, and homecare and cleaning products. WDFC is one of the stocks in my portfolio. Their annual meeting is on December 8, 2015. ProxyDemocracy.org had collected the vote of one fund when I checked. I voted with the Board’s recommendations 100% of the time. View Proxy Statement.
Guidewire Software, Inc. provides software products for property and casualty (P&C) insurers. It offers a technology platform supports core insurance operations, including underwriting and policy administration, claim management, and billing. Guidewire is one of the stocks in my portfolio. Their annual meeting is coming up on December 3, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted with the Board’s recommendations 40% of the time. View Proxy Statement.
Microsoft Corporation (MFST), a technology company, develops, licenses, and supports software products, services, and devices worldwide. Microsoft is one of the stocks in my portfolio. Their annual meeting is on December 2, 2015. ProxyDemocracy.org had collected the votes of five funds when I checked. I voted with the Board’s recommendations 62% of the time. View Proxy Statement. iiWisdom provides a nice interactive viewing platform that makes Microsoft’s proxy a little easier to read. I recommend it.
If you thought 2015 was the year of proxy access, wait until you see next proxy season. These news stories on proxy proxy access are worthy of note but are in no way a comprehensive list of such posts.
Proxy Access: New SEC Staff Paper 8/4/2014
Broc Romanek reports on a blog by Cooley’s Cydney Posner: Continue Reading →
At the beginning of June, I submitted a standard 3/3/25 proxy access proposal to Broadridge Financial Solutions, Inc. (NYSE:BR). Like Whole Foods Market (WFM) and H&R Block (HRB), Broadridge also preempted the shareholder’s meeting by adopting a lighter version of proxy access. As I did at the other two firms, I declared victory at Broadridge and withdrew my proposal. Continue Reading →
Whole Foods Market (WFM) has informed me, without any attempt to negotiate terms over my submitted proposal, their board went ahead in adopting proxy access bylaws. See 8-K and amended bylaws. They have asked if I now want to withdraw my proposal. As I did for H&R Block, below I attempt to weigh the pros and cons of withdrawing my proposal. Continue Reading →