Tag Archives | JNJ

Frozen Charters: Major CorpGov Issue

Thanks to Scott Hirst‘s articles and papers on the subject, I can borrow his catchy label for one of biggest current problems in corporate governance. Frozen charters are supermajority provisions that are impossible to repeal. He appears to attribute that to the 2012 change by the New York Stock Exchange (NYSE), which changed its policies to prohibit brokers from voting uninstructed shares on corporate governance proposals. I would lay a larger share of the blame on founders who wrote the frozen charters to forever retain a large degree of control. Regardless of who is to blame, frozen charters are a problem that needs fixed.  Managers, boards, shareholders, Republicans and Democrats should all be able agree on a solution. Continue Reading →

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JNJ: Proxy Score 53

JNJJNJ, Johnson&Johnson (NYSE: $JNJ) researches, develops, manufactures, and sells various products in the health care field worldwide through three segments: Consumer, Pharmaceutical, and Medical Devices. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 28, 2016. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted AGAINST the pay plan, compensation committee & favoring share buybacks. Vote FOR independent chair, disclose lobbying and report on drug take-back programs. I voted with the Board’s recommendations 53% of the time. View Proxy Statement.

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

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Johnson & Johnson (JNJ): Proxy Score 44

Johnson & JohnsonJohnson & Johnson (JNJ), which researches, develops, manufactures, and sells various products in the health care field worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 4/17/2015.  I voted with management 44% of the time and assigned Johnson & Johnson a proxy score of 44.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Johnson & Johnson 2015 proxy in order to enhance corporate governance and long-term value. 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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Johnson & Johnson (JNJ) Responds to My Voting Advice

Guest Post from Douglas K. Chia, Assistant General Counsel & Corporate Secretary, Johnson & Johnson and formerly named a Rising Star of Corporate Governance by the Ira M. Millstein Center for Global Markets and Corporate Ownership. I wish a representative of every company would send such a thoughtful response to my voting advice. I’ve placed my response in italics.

Here are some points of clarification on your recent post, “How I Voted: Johnson & Johnson (JNJ) – Proxy Score – 76%” (April 23, 2013):

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How I Voted: Johnson & Johnson (JNJ) – Proxy Score – 76%

Johnson & Johnson ($JNJ) is one of the stocks in my portfolio. Their annual meeting is coming up on 4/25/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 4/22/2013.  I voted with management 76% 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 →

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