Tag Archives | James McRitchie

Kansas City Southern (KSU): Proxy Score 60

Kansas City SouthernKansas City Southern $KSU is one of the stocks in my portfolio. They are a transportation holding company with domestic and international rail operations in North America focused on the north/south freight corridor connecting commercial and industrial markets in the central United States with industrial cities in Mexico. Their annual meeting is coming up on 5/7/2015. ProxyDemocracy.org had the votes of three funds when I checked and voted on 4/29/2015. I added the votes of OTPP. I voted with management 60% of the time and assigned Kansas City Southern a proxy score of 60. 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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Video Friday: SEC Proxy Voting Roundtable

Replay the SEC Proxy Voting Roundtable. (Sorry no YouTube embedded video. You need to click a link.)

Unfortunately, there is a gap about 2/3 of the way through for a fire drill. The second panel does come back but the video runs out while Nell Minow is speaking. As usual, she provides the best quote of the day: Continue Reading →

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To Split or Not to Split? Independent Chair Proposals at Disney & Starbucks

Proxy MosaicThere has been much controversy in recent years surrounding the dual role of chair and CEO. The number of independent chair shareholder proposals seeking to separate the two positions has increased significantly and continues to rise. Both Disney and Starbucks have faced this issue in the past and shareholders once again have proposed to split the roles of chairman and CEO.

Will the momentum behind the independent chair proposals be enough to carry the vote? Or will Disney’s and Starbucks’ recent positive performance shield them from the ire of corporate gadflies? Can a combined chair-CEO truly be subject to adequate oversight?

Join Proxy Mosaic in a free webinar as they host a panel of experts to explore and debate these important issues. Continue Reading →

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Apple Inc. (APPL): Proxy Score 83

appleUpdate: ISS recommends its clients vote in support of proxy access, calling the proposed eligibility requirements of my proposal at Apple robust, while safeguarding against abuses in the nominating process. Glass Lewis opposes the proposal because “given the company’s… positive financial performance, we do not believe that adoption of this proposal is necessary at this time.”

So, the tool you’ll need when the company is in trouble, you’re supposed to wait until the company is already in trouble to put that in place, according to Glass Lewis… then you wait again until you can make nominations? That’s like waiting until a building is on fire to install a sprinkling system. Apache is the latest company to support proxy access. That company, which sued retail shareowner John Chevedden rather than allow shareholders to vote to eliminate supermajority requirements, seems to have a better grasp of when proxy access is needed than proxy advisor Glass Lewis.

The C$238.8 billion ($189.4 billion) Toronto-based CPPIB and the $182.2 billion FSBA both plan to vote in support of a shareholder proposal calling for proxy access, enabling shareholders to use corporate proxy materials to nominate up to 25% of the board. CalSTRS ($186 billion) voted for proxy access, using the Glass Lewis voting platform. Continue Reading →

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SEC Panelists & Agenda for Proxy Voting Roundtable

Seal of SECThe Securities and Exchange Commission today announced the agenda and panelists for its February 19 roundtable on ways to improve the proxy voting process.

The roundtable, announced in January, will begin at 9:30 a.m. and will be divided into two panels.  Participants on the first panel will focus on the state of contested director elections and whether changes should be made to the federal proxy rules to facilitate the use of universal proxy ballots by management and proxy contestants.  Participants also will discuss the state law, logistical, and disclosure issues presented by a possible universal proxy ballot process. 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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Road to Proxy Access Altered Again

Road to Proxy Access (Photo by Erik Johansson)

Road to Proxy Access (Photo by Erik Johansson)

… If the stockholder is to regard himself as a continuing part-owner of the business in which he has placed his money, he must be ready at times to act like a true owner and to make the decisions associated with ownership. If he wants his interests fully protected he must be willing to do something of his own to protect them. This requires a moderate amount of initiative and judgment.  – Benjamin Graham and David Dodd, Securities Valuation, 1934

The most fundamental means for shareholders to act like true owners is to help decide who will represent their interests on the board of directors. It is not so much independent directors that shareowners want, but directors who are dependent on our vote – accountable to us, not to the corporate managers they oversee on our behalf.  Obtaining the right to proxy access has been a long and perilous road.

On December 1, 2014, SEC staff effectively cut the road, giving a free pass to every group of entrenched board members and managers that seeks to prevent proxy access and direct accountability to shareowners.  Continue Reading →

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Availability at SRI Conference

srilogo_25_wo_thJames McRitchie, the publisher of Corporate Governance and one of three retail shareowners accused in the New York Times of holding Corporate America ‘hostage,’ will be in Colorado Springs November 8th through the 12th, attending the SRI Conference on Sustainable, Responsible, Impact Investing.Shareholders with big stick

I am eager to meet with readers to discuss activist corporate governance strategies and how we can work together. Outlined below are some projects I’m working on. If you’d like to discuss any of them or other possible areas for cooperation, please contact me prior to the SRI conference. Additionally, I am always interested in guest posts. Reach out to thousands, especially our under-covered readers in Beijing and India.  Continue Reading →

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Will Corporate Elites Attack Public Opinion Next?

WallGreed

Public Opinion

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. John Chevedden and James McRitchie: Case Dismissed, as well as Deal Professor Equates Filing Proxy Proposals with Terrorism) Of course, proxy advisors, such as ISS and Glass Lewis are at the top for frequently advising clients to vote in favor of shareowner proposals and against those of management. Research now indicates, public opinion may be next. Continue Reading →

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Deal Professor Equates Filing Proxy Proposals with Terrorism

Deal Professor Envisions Corporate Gadfly

Starting with Corporations

Most people don’t like their behavior criticized. CEOs and boards almost always fight my proxy proposals aimed at improving corporate governance. Likewise, I wasn’t happy with the Deal Professor’s criticisms of my shareowner activism in his August 19th NYTimes article, Grappling With the Cost of Corporate Gadflies, which also criticizes John Chevedden and William Steiner. I stewed for days but finally took the advice of a good friend, who is Assistant General Counsel & Corporate Secretary at a major company,

Better to be engaged than enraged!

If I had more time available, my response would have been shorter but I have a number of projects that demand attention. When I submit proposals, I want boards to weigh them carefully on the merits. I have tried to do that with the Deal Professor’s criticism. I hope our mutual use of hyperbole doesn’t preclude further engagement. Unlike the character in the cartoon at right, I feel no need to irritate… but I do often question mechanisms in corporate governance that isolate and concentrate power, rather than distributing it. I prefer structures that distribute power, making us of the wisdom found at all levels.  Continue Reading →

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Shareholder Proposal: Best Response is Not a Lawsuit

HarvardCorpGovAmy L. Goodman and John F. Olson, both of Gibson, Dunn & Crutcher LLP posted Shareholder Proposal Developments During the 2014 Proxy Season on the Harvard Law School Forum on Corporate Governance and Financial Regulation yesterday. It included some good information and analysis but seemed a bit too much like the response to a shareholder proposal should be a lawsuit — an advertisement for Gibson Dunn to this, admittedly biased, eye.

corporatesecretary

David Bogoslaw, Editor of the Corporate Secretary sent out an email in response that was more balanced with regard to shareholder proposals and lawsuits. I was heading out to Ottawa yesterday, so only had time for a brief response. The following is my open email to Mr. Bogoslaw. Continue Reading →

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Déjà vu: Shareholder Rights Under Attack

WaldenAssetManagement

Timothy Smith

Timothy Smith

The following on shareholder rights by Timothy SmithDirector of ESG Shareowner Engagement at Walden Asset Management, originally appeared in the Summer 2014 Edition of Walden’s Values Newsletter, which included the usual disclaimer at the bottom.

I’ve added the links and have tacked on some additional reformatted comments from Timothy Smith regarding the role of individual investors in prompting reform. 

Every once in a long while a group of companies, usually led by the U.S. Chamber of Commerce, launches a campaign to change the rules allowing investors to file shareholder resolutions. Welcome to the latest iteration. Continue Reading →

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

PD-CkMutualVotingRecord

Take Action: Ask your mutual fund, pension fund, and/or endowment to:

  1. Send you a copy of their proxy voting policies and their proxy voting record.
  2. Report their votes in advance of annual shareholder meetings to ProxyDemocracy.org.  
  3. Make a small donation (not tax deductible) to ProxyDemocracy.org to keep that valuable service going or contact Andy Eggers to make a tax-deductible contribution through their 501(3) affiliate. I’ll match donations up to $2,000 until the end of June.

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Report From ITC Meeting

Darius Peek

Darius Peek

Guest Post from Darius Peek, a junior at Wayne State University in Detroit, MI, majoring in Finance who presented our proposal to allow shareowners to call special meetings.

ITCITC Holdings (ITC), the nation’s largest independent electric transmission company, held its annual shareholders meeting yesterday at its headquarters in Novi, Michigan. ITC invests in the electric transmission grid to improve reliability, expand access to markets, lower the overall cost of delivered energy and allow new generating resources to connect to its transmission systems. Continue Reading →

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Chevron Enters Foxhole Contest

ChevronAs reported by CSRwire, Under Fire from Critics, Chevron CEO Quietly Moves Annual Shareholder Meeting to Remote Town In Texas.

PeabodyWe are still in the midst of our second Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Last year’s winner was Peabody Energy for their choice of Gillette, Wyoming, a town with less than 30,000 residents.  

With Chevron (CVX), we have another 2014 entrant. Continue Reading →

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CMG Shareowners Vote Down Pay & Supermajority Requirements

JMSelfie-CMG

McRitchie CMG Selfie

cmg
Just a brief post to thank shareowners at Chipotle Mexican Grill (CMG) for sending a strong message to the company’s board and management.  77% of shares were voted against the executive pay package and a majority supported our proposal to end supermajority voting requirements.

CalSTRS, Florida SBA, AFSCME, Calvert, Domini, Trillium, CBIS, CtW and many others joined to reject the non-binding say-on-pay measure and a proposed stock incentive plan. Both ISS and Glass Lewis recommended their clients vote against the package and the plan. Continue Reading →

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Goldman Sachs Group (GS): How I Voted – Proxy Score 31

GS

GS

Goldman Sachs Group $GS, is one of the stocks in my portfolio. Their annual meeting is coming up on 5/16/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 5/11/2014.  I voted with management 31% of the time.  View Proxy Statement. Read Warnings below.

Compensation

GS’s Summary Compensation Table shows CEO/Chair Lloyd C. Blankfein  Continue Reading →

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Heidi Soumerai’s Remarks at EMC Annual Meeting

EMCHere’s an example of classy questioning at an AGM.  Thanks to Ms. Soumerai for allowing me to reprint here.

Good morning Mr. Tucci, members of the board, and fellow shareholders.

My name is Heidi Soumerai and I am the Director of ESG Research at Walden Asset Management, a division of Boston Trust & Investment Management Company where I also serve as Managing Director. Together, we hold approximately 1.6 million shares of EMC. Continue Reading →

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Ford Motor Company (F): How I Voted – Proxy Score 52

FordFord Motor Company $F is one of the stocks in my portfolio. Their annual meeting is on 5/8/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 5/4/2014.  I voted with management 52% of the time.  View Ford’s Proxy Statement, which is user friendly.

Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious CrimeI generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted.  Continue Reading →

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Gilead Sciences (GILD): How I Voted – Proxy Score 43

GileadMtgSignGilead Sciences $GILD is one of the stocks in my portfolio. Their annual meeting is coming up on 5/7/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 4/28/2014.  I voted with management 43% of the time.  View GILD’s Proxy Statement, which has a linked Table of Contents.

Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious CrimeI generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted.  Continue Reading →

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

citigroupCitigroup 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 the proxy easy? Continue Reading →

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