CII 2023 Fall Conference. I hope to see many of you there. I’m excited about the theme, “Next Frontiers in Governance.” CII offers unprecedented opportunities to network, share best practices, and learn from others. The CII 2023 Fall Conference will be in-person only. Register for the conference in Long Beach, California. In preparing to meet […]
Caterpillar 2023 Lobbying Disclosure is up for a vote at the AGM at 6 am Pacific on May 10, 2023. Vote AGAINST directors except for Fish & MacLennanand, auditor, pay; FOR #7 Lobbying Disclosure & all other shareholder proposals except #9. Don’t count on voting at the meeting if you hold your shares through a […]
Cognizant 2023. Fair Elections is just one of several issues to be voted on before the annual meeting at 6:30 am Pacific on June 6, 2023. Vote AGAINST Bali, Deskus, Mackay, Jr., Patsalos-Fox, Velli, Wijnberg, pay, incentive plan; FOR employee stock plan, auditor, fair elections, ratify termination pay. Join the meeting with your control number. […]
Lantheus Holdings 2022 annual meeting is on April 28, 2022, at 7:00 am Pacific. To attend the meeting virtually on the Mediant platform you will need to register in advance using your proxy control number. Be prepared to provide broker name, number of shares held as of record date, etc. You also have the opportunity to ask questions. […]
In-Person-Only AGM constitutes a reckless disregard of covid risk, notes shareholder advocate John Chevedden, regarding Dover Corporation‘s (DOV) decision. U.S. health experts are warning an emerging, highly contagious Covid omicron variant, called BA.2, could soon lead to another uptick in domestic coronavirus cases. Corporate governance continues to evolve. In a letter to the SEC, Mr. Chevedden […]
United Parcel Service 2021 annual meeting is May 13, 5AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit www.virtualshareholdermeeting.com/UPS2021. You will need your 16-digit control number found on your proxy card, voting instruction form, or the Notice of Internet Availability. Mine came by email. I recommend voting in advance. To […]
VIA EMAIL: coatesjo@sec.gov John Coates, Acting Director Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 April 14, 2021 Re: Guidance Needed to Issuers on the Presentation of Shareholder Proposals Dear Director Coates: I am writing to urge the Division of Corporation Finance to issue guidance to issuers […]
SEC to Protect Shareholder Rights in 2021 Shareholder rights in 2021 will strengthen if recent speculation is realized. U.S. Senate Democrats aim to undo Trump-era shareholder voting rights rule. Shareholder Rights in 2021: History As discussed elsewhere on CorpGov.net (Review: Carl Gershenson). After its founding, the SEC was largely a champion of shareholder rights, requiring companies […]
Reform No-Action Process Reform no-action process. That was the call of a recent letter by the Shareholder Rights Group to John Coates in his new role as Acting Director of the SEC’s Division of Corporation Finance. The letter is posted below. Some formatting changes were made and I added links to put our request to reform […]
FedEx 2020 annual meeting is 9/21/2020 at 10:00AM Pacific. To attend the annual meeting of stockholders at www.virtualshareholdermeeting.com/FDX2020, you must enter the control number on your proxy card, voting instruction form or Notice of Internet Availability. To enhance long-term value: Vote AGAINST Jackson, Schwab, Steiner, Walsh, Griffith, Pay, Auditor. Vote FOR all shareholder proposals. See list of all […]
How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice, Miriam Schwartz-Ziv‘s new paper recently posted on SSRN will be the subject of a virtual seminar held on Wednesday, Sept 2nd, from 11 AM-noon EDT. See the link below. (more…)
Netflix 2020 annual meeting is 6/4/2020 at 3PM Pacific virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST all Directors, Auditor, Pay, Stock Plan, EEO Ideology Risk Report. Vote FOR Political Disclosure, Simple Majority Vote. See list of all virtual-only meetings maintained by ISS. Vote by […]
American Tower 2020 virtual annual meeting is 5/18/2020 at 9AM Pacific. I am not sure if shareholders will be able to vote online during the meeting. To enhance long-term value: Vote AGAINST Dolan, Sharbutt, Auditor and Executive Pay. Vote FOR Political Contributions Report, Special Meetings. See list of all virtual-only meetings maintained by ISS. (more…)
JPMorgan 2020 annual meeting is 5/19/2020 at 7AM Pacific virtually. Presumably we will be able to vote by entering our 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST Burke, Pay, Auditor, #8. Vote FOR other directors, other shareholder proposals. See list of all virtual-only meetings maintained by ISS. (more…)
Union Pacific 2020 annual meeting is 5/14/2020 at 6AM Pacific virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST Card, Fritz, McCarthy and McLarty, Auditor, Pay. Vote FOR Independent Board Chair and Climate Report. See list of all virtual-only meetings maintained by ISS. (more…)
Gadfly importance to democratic corporate governance is often underrated. We are currently under attack by the Business Roundtable (BRT) and others seeking to substantially raise the ownership threshold for submitting and resubmitting proposals. BRT, for example, contends proposals from small shareholder divert “significant time and resources to issues that, at best, have an attenuated connection to the […]
McRitchie 2019 proxy season results are not something I normally report. It feels too much like bragging. I do my work to drive better, more accountable corporate governance. However, the SEC’s Division of Corporate Finance is “considering recommending that the Commission propose rule amendments regarding the thresholds for shareholder proposals under Rule 14a-8.” It is […]
Netflix 2019 annual meeting June 6. Netflix has adopted the paternalistic culture of Mad Men, ignoring shareholders. To enhance long-term value, WITHHOLD vote from ALL directors. Vote AGAINST Pay & Auditor. Vote FOR Disclose Political Contributions & Adopt Simple Majority Vote. (more…)
Cognizant 2019 annual meeting is June 4th. To enhance long-term value. Vote AGAINST Fox and Klein, pay & auditor. Vote FOR Political Disclosure and Independent Board Chair. (more…)
American Tower 2019 annual meeting – May 21st. Vote AGAINST Dolan, Reeve, Sharbutt, Taiclet. Exec Pay, & Auditor. Vote FOR Independent Director and Disclose Political Contributions. (more…)
Proxy Preview 2019 reveals intensified shareholder pressure on corporations across a wide range of ESG issues from climate and political spending to women. Investors with a conscience; we are having a bigger impact every year. Download the report and/or watch webinar here. (more…)
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 […]
Final comment letter to the SEC on Shareholder Proposals, re File Number 4-725, including 11 recommendations highlighted on bold. Thanks to several readers for their excellent suggestions for improvement. See prior post: SEC Proxy Process Video 11-15-2018 (more…)
SEC Proxy Process Video: November 15, 2018 In the interest of documenting important events in corporate governance, I am here bookmarking the SEC Proxy Process Video from November 15, 2018, for future reference. Read transcript by downloading the following pdf: SEC TranscriptShareholderProposalsRoundtable. (full day) SEC Proxy Process Video (Click to View) (more…)
Glass Lewis 2019 proxy advice updates address many issues. See 2019 Proxy Paper Guidelines: An Overview of the Glass Lewis Approach to Proxy Advice. I have reproduced much of the summary of changes below, leaving off the section discussing clarifying amendments. One that stands out for our small group of so-called ‘gadflies’ addresses our concern […]
The November 15 SEC Roundtable on the Proxy Process will include me on the SEC Shareholder Proposal Panel. Public announcement with instructions for submitting comments. I will only have a few minutes at the Roundtable. What should I emphasize? Where should I stay in DC? Take Action: Readers of CorpGov.net know far more than I do. Please email your suggestions […]
The FedEx 2018 annual meeting is September 24th. Vote AGAINST John A. Edwardson, Paul S. Walsh, Marvin R. Ellison, John C. (“Chris”) Inglis, Shirley Ann Jackson and Susan C. Schwabas, as well as the pay package. Vote FOR all three shareholder proposals. (more…)
Shareholder Collaboration is a new ECGI working paper by Jill Fisch and Simone M. Sepe. Fisch is one of my favorite researchers, being insightful and less predictable than many of those in the primary academic hubs of corporate governance (Harvard, Stanford, and Delaware). In Shareholder Collaboration, the authors discuss the growing importance of a collaborative […]
Shareholder Alert – PX14A6G 1 g815180px14a6g.htm Voluntary submission by John Chevedden, Redondo Beach, CA. NetApp, Inc. shareholder since 2011 Vote Against Proposal 6 Proposal 6 asks shareholder to give management a pat on the back because management adopted a watered down version of a 2018 shareholder proposal on the right of 10% of shareholders to […]
Netflix Approach to Governance: Genuine Transparency with the Board (download) by David F. Larcker and Brian Tayan takes a look at one aspect of corporate governance at Netflix and finds “a radically different approach to information sharing” by management with the Board. Shareholders are largely left out of the equation. Netflix Approach to Governance: Management Netflix Approach […]
Alphabet 2018 proxy recommendations. Alphabet is run by an Oligarchy. Will $GOOG overlords give up their position as a dictatorship? Are companies governed by dictatorships and oligarchies healthy for democratic governments? Shareholders can vote for change. Alphabet Inc., through its subsidiaries, provides online advertising services in the United States and internationally. Most shareholders do not vote […]
Ford Motor Company (F) designs, manufactures, markets, and services a range of Ford cars, trucks, sport utility vehicles, and electrified vehicles; and Lincoln luxury vehicles worldwide. Placing a big bet on the continued profitability of gas guzzling SUVs and trucks, they recently announced phasing out most sedans. Most shareholders do not vote because reading through […]
Gilead Sciences (GILD), a biopharmaceutical company, discovers, develops, and commercializes therapeutics in the areas of unmet medical needs in the United States, Europe, and internationally. Most shareholders do not vote because reading through 80+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you […]
Exempt solicitation use by shareholder proponents will continue to surge. Almost six years ago, SharkRepellent.net documented the rising use of PX14A6G filings. (Proponents Increasingly Proactive Promoting Their Issues by John Laide) Read any good PX14A6G filings lately? During the 2012 proxy season, sponsors of shareholder proposals have been increasingly making use of rules allowing them […]
GE PX14A6G: Notice of Exempt Solicitation pursuant to Rule 14a-103 reproduced below with minor modifications. Please sign on to our Change.org campaign. Use Real Impact Tracker to ask your fund to vote for Shareholder Proposal 3, “Deduct Impact of Stock Buybacks from Executive Pay” at or before the GE annual meeting. See also SEC ADMITS IT’S NOT MONITORING STOCK BUYBACKS […]