It is wonderful to have supportive friends, especially when they represent socially responsible investors and advisors. John Chevedden, Myra K. Young and James McRitchie extend sincere thanks to the following for sending letters of concern regarding their recent lawsuits against us to: EMC Corp, Omnicom, Express Scripts, Chipotle Mexican Grill, Inc.: Continue Reading →
Tag Archives | James McRitchie
Thanks in large part to Phil Goldstein, long-time friend and defender of the underdog, John Chevedden, James McRitchie (me), and Myra K. Young (my wife) we were able to get a third lawsuit dismissed. Like EMC and Omnicom (OMC) before, Chipotle (CMG) had sued in court, rather than seek a no-action letter from the SEC, alleging our proposal failed to comply with SEC Rule 14a-8 requirements for submitting a proposal.
In the briefest decision yet, Judge William J. Martinez, United States District of Colorado, issued the following on March 14, 2014: Continue Reading →
Starbucks Corporation $SBUX, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/19/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 3/9/2014. I voted with management 44% of the time. View Proxy Statement. Continue Reading →
In a memorandum and order issued yesterday, Judge Louis L. Stanton, of United States District Court for the Southern District of New York, ruled John Chevedden’s motion to dismiss is granted. Omnicom’s motion for summary judgment is denied. “The clerk is requested to enter judgment dismissing the complaint, with costs and disbursements in favor of Mr. Chevedden according to law.” Continue Reading →
The chilling effect of companies bypassing the SEC’s inexpensive ‘no-action’ process may be coming to an end. Apache, Waste Connections and a growing number of companies have been successful in US district courts in Texas. Finally, we won a landmark case in U.S. District Court of Massachusetts. The law can prevail, even against the weight a $55B company can wield. Continue Reading →
Testimony of James McRitchie
As the Harold Stassen of CalPERS, having run for the Board more times unsuccessfully than anyone else, I have some experience with the governing rules and favor the actions recommended by staff but with additional improvements to recommendation 2, CEO Certification. Continue Reading →
CorpGov.net publisher/shareowner activist, James McRitchie in the news.
- Shareholders push for more say over board members (WSJ’s MarketWatch), on proxy access proposals at Bank of America, Citigroup and Goldman Sachs.
- Sued again for daring to file proxy proposals, EMC sues shareholder activists over bid to separate CEO, chairman roles (Boston Business Journal). They lost their ‘no-action’ request with the SEC. Now they are trying to get me to spend more than it is worth defending my proposal. Continue Reading →
Some have argued that Ralph Nader started socially responsible shareholder activism with Campaign GM, when the group filed shareholder proposals to expand GM’s board to include consumer advocates and empower shareholders to place their board nominees on GM’s proxy ballot (proxy access). According to a recent article in the WSJ, the longtime consumer advocate is now putting together a shareholder-activism group. (Ralph Nader Adds Shareholder Activist to His Portfolio, 1/15/2014) Continue Reading →
United Natural Foods, Inc. $UNFI is one of the stocks in my portfolio. Their annual meeting is coming up on 12/18/2013. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 12/11/2013. I voted with management 75% of the time. View Proxy Statement.
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 Crime) Continue Reading →
After posting Cisco Systems: Prime Target For Proxy Advisor Competition, Cisco Systems: Proxy Proposal #5 – 11 Q&A, and Cisco Systems (CSCO): How I Voted – Proxy Score 56 I am still getting the most basic question from funds trying to determine how to vote. That’s understandable. People lack the time necessary to analyze proxy issues. That’s one of the reasons behind the proposal. More resources and more competition could make for better voting at Cisco for all shareowners.
I keep getting the same fundamental question. How would it work in practice? Here’s what I tell them. Continue Reading →
I recently wrote on what I thought were conflicting ideas. As I’ve indicated in the past, I disabled comments because of too much spam, even with filters. However, I encourage readers to comment via e-mail. Sometimes we get a good exchange. Here’s a recent example, starting with the first two paragraphs from the post, then moving to comments:
Thanks to Broc Romanek I learned of what he termed the Wildest Idea of the Year? Creating a “Vote Buying” Framework, July 29, 2013. Here’s part of his take:
Two Professors from the U. of Chicago – Eric Posner and Glen Weyl – have used their economic backgrounds as a way to devise a solution to shareholders who are too lazy to vote or too ill-informed when they vote as Continue Reading →
I urge readers to support the June 20th petition by the Council of Institutional Investors (CII) to the NYSE and Nasdaq for the exchanges to require listed companies to elect directors by majority vote in uncontested elections. CII’s letters to both exchanges are posted here. Continue Reading →
Kalpona Akter, a former child worker in the Bangladesh garment industry, is now an activist for worker safety in her country. At Walmart’s 2013 Annual Shareholders Meeting, Kalpona addressed the Board of Directors and shareholders about the horrible conditions many garment workers are exposed to in Walmart’s supply chain. She called on Walmart to take action and sign the Bangladesh fire safety accord, to prevent tragedies like the recent factory fires and building collapses that claimed so many lives. Continue Reading →
I am delighted to announce that Kalpona Akter, a former garment worker from Bangladesh who is the executive director of the Bangladesh Center for Worker Solidarity, will have access to the floor of the WalMart ($WMT) annual meeting on Friday, June 7 in Bentonville, Arkansas. She has been an outspoken critic of sweatshop conditions in Bangladesh where Wal-Mart is the second largest producer. Ironically, she will be presenting my proposal to allow shareowners to call a “special meeting.” Continue Reading →
Wal-Mart Stores (WMT) is one of the stocks in my portfolio. Their annual meeting is coming up on 6/6/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/31/2013. I voted with management 57% of the time. View Proxy Statement. Continue Reading →
Gilead Sciences, Inc. ($GILD) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/8/2013. ProxyDemocracy.org had collected the votes of six funds when I checked on 4/30/2013. I voted with management 50% of the time. View Proxy Statement. 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 Crime)
I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003. Continue Reading →
The California Constitution provides that the Legislature may, by statute, prohibit retirement board investments if in the public interest and providing the prohibition satisfies specified fiduciary standards. Current law prohibits the boards of CalPERS and CalSTRS from investing public employee retirement funds in a company with active business operations in Sudan and Iran, as specified.
AB 761 (Dickinson) would prohibit the funds from investing in companies which manufacture nonmilitary firearms or ammunition, as specified, and would require the funds to sell such existing investments. Continue Reading →
On March 26, 2012, SEC staff issued their decision on a request by iRobot (IRBT) to exclude my proxy access proposal from their proxy. Although similar proposals had survived no-action requests last year, IRB management held out hopes that small changes made in the proposal might have made the proposal “vague” under rule 14a-8(1)(3) or “ordinary business” under rule 14a-8(1)(7). SEC staff could not concur and therefore advised IRBT not to omit my proposal based on those rules. Continue Reading →
Corporate Governance was founded in 1995 and we have never run a contest… until now. Announcing the Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting.
Our first nomination came from John Chevedden for FirstEnergy (NYSE:FE). According to the $17 billion company:
You are invited to attend the 2013 FirstEnergy Corp. Annual Meeting of Shareholders at 8:00 a.m., Eastern time, on Tuesday, May 21, 2013, at the Waterfront Place Hotel, Two Waterfront Place, Morgantown, WV 26501. Continue Reading →
TD Ameritrade Holding Corp. ($AMTD) is one of the stocks in my portfolio. Their annual meeting is coming up on 2/13/2013. ProxyDemocracy.org had collected the votes of only two funds when I voted on 2/7/2012. I voted with management 0% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will be voted in favor of management’s recommendations. (See Don’t Let Companies Change Shareholders’ Blank Votes) Continue Reading →
CHESTER, NEW JERSEY, January 14, 2013. Trust Across America, global leaders in information, standards and data, and Who’s Who in trustworthy business has selected 2013’s Top 100 Thought Leaders in Trustworthy Business Behavior. These people collectively represent a group that can genuinely transform the way organizations do business. Consider following us on Twitter.
According to Barbara Kimmel, Executive Director,
The release of this third annual list coincides with the formal launch of Trust Across America’s Campaign for Trust™, a two-year collaborative initiative to reverse the cycle of mistrust in business. Continue Reading →
My proposal to declassify the board at United Natural Foods, Inc. ($UNFI) passed by an overwhelming margin of 87.89%:
- 38,086,048 for
- 5,248,963 against
See their 8-K filing. Text (pdf) of proposal and opposition. Of course, the margin would have been even higher without insider holdings and blank votes going to management. Have we turned the corner on declassification measures to the point where companies might as well throw-in the towel and declassify when faced with such proposals? Continue Reading →
Sacramento, CA (Oct. 8, 2012) — James McRitchie download <https://www.corpgov.net/wp-content/uploads/2009/03/resume2012.pdf>, Publisher of Corporate Governance (aka, CorpGov.net) <https://www.corpgov.net>, has been named to the 2012 National Association of Corporate Directors (NACD) Directorship 100’s “People to Watch” in recognition of his exemplary leadership in influencing corporate boards and for promoting the highest standards of corporate governance. Selected by the NACD Directorship Editorial Advisory Committee and the NACD Board of Directors, the
NACD Directorship 100 recognizes the most influential leaders in the boardroom and corporate governance community. Continue Reading →
At yesterdays annual meeting, shareowners voted in favor of my wife’s proposal to repeal supermajority standards, such as the 80% standard needed to change or add board members. Continue Reading →
At Hewlett Packard a shareholder access proposal was withdrawn after the company agreed to sponsor a Continue Reading →
Gilead Sciences (GILD) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/10/2012. Voting ends 5/9 on Moxy Vote’s proxy voting platform, which listed 8 “good causes,” but three were consolidations, when I checked and voted on 5/8. ProxyDemocracy.org had 4 funds voting.Gilead scores 44 out of 100, since I voted with management on only 44% of the proxy. Continue Reading →
The following is a guest post from “The Wall Street Psychologist” and co-founder of TheShareholderActivist.comTM, Christopher Bayer, Ph.D.
Revolution/Evolution is an Historically Valid and Natural Psycho-biological Reaction to Perceived Oppression and Inequity
Last week I was invited to appear on the Fox Business News show “After the Bell” hosted by Liz Claman and David Asman. Right out of the gate, Ms. Claman proclaimed that I had declared that a “Shareholder Revolution” was coming! Shareholders were taking it to the streets. Continue Reading →
My say on director pay will be on the Apple proxy (embedded links added):
6 – Shareholder Say on Director Pay
Resolved: Shareholders request that our Board of Directors adopt a policy that provides shareholders the opportunity, at each annual meeting, to vote on an advisory proposal, prepared by the Board of Directors, to ratify the pay given members of our Board of Directors as disclosed in the proxy Continue Reading →
I’m glad to see Lawrence Hamermesh and I are moving past the “bullet” stage in our discussions on proxy access towards a real dialogue. Although he is no longer calling on boards to ignore the voting results of precatory Continue Reading →
Robert A. G. Monks is asking some fundamental questions on his blog and, at least so far, is responding to comments. That’s a rare phenomenon in the blogosphere. I urge readers to get involved in this dialogue (The Appearance of Reality: Shareholders & Ownership):
The process by which directors are chosen is described as an election. And yet, virtually no one would describe the reality of how individuals accede to board membership as an election in the sense that word is generally understood by political scientists. Without pausing overlong to describe the actualities, it is at least clear that no individual appears on the company’s proxy statement for election to a vacancy except with the approval of the chief executive officer and the incumbent board members. It is equally clear that there are only as many individuals enumerated on the proxy card as there are vacancies.
All of this compels the conclusion that the election is a ritual without meaning in the corporate world. Why then do we insist on using a word that plainly does not describe what actually happens? This evokes the marvelous novels describing “double think” – 1984 and Brave New World –
“This was where “doublethink” came into play, minds were trained to hold Continue Reading →