Tag Archives | John Chevedden

McRitchie 2019 Proxy Season

McRitchie 2019 Proxy Season Win for Market Beta

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 […]

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Netflix 2019

Netflix 2019: Ignore Shareholders Again?

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…)

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Proxy Preview 2019 issue trends

Proxy Preview 2019: Better Every Year

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…)

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Frozen Charters

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 […]

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SEC Video Proxy Process

SEC Proxy Process Video 11-15-2018

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…)

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Glass Lewis 2018 Proxy Advice Update

Glass Lewis 2018 Proxy Advice Update

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 […]

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SEC Shareholder Proposal Panel

SEC Shareholder Proposal Panel – Take Action!

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 […]

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FedEx 2018

FedEx 2018 Proxy Voting Guide

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…)

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Shareholder Collaboration

Shareholder Collaboration

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 […]

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NTAP

NetApp Proposal 6 Shareholder Alert

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 […]

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Netflix Approach to Governance

Netflix Approach to Governance: One-Sided

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 […]

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Alphabet 2018 Vote to End Oligarchy

Alphabet 2018: End Oligarchy

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 […]

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Ford Motor Company Proxy Votes

Ford Motor Company Proxy Voting Guide

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 […]

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Gilead

Gilead Sciences Proxy Voting Guide

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 […]

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Exempt Solicitation GE

Exempt Solicitation Use Surges

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 […]

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GE PX14A6G vicious-cycle-of-short-termism

GE PX14A6G: Deduct Stock Buyback Impact

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 […]

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AES logo

AES “Games” SEC: CII Seeks Correction

CII sent an important letter to the SEC on a recent no-action issued to the AES Corporation (AES) (not yet posted). A similar no-action had been granted in 2016 to Illumina (ILMN) on a proposal I (James McRitchie) had submitted. ISS referenced both. From the facts regarding AES, it appears John Chevedden submitted a proposal […]

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NTRS on Shareholder Resolutions

NTRS Resolution: Victory or Defeat?

The Northern Trust Corporation (NTRS) is moving toward more democratic governance, thanks to a proxy access proposal submitted on my behalf by John Chevedden in November. Since I own no where near 1% of NTRS (market cap $23B), we would have been denied the right to file the proposal if the Chamber of Commerce, Business […]

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SLB 14I Discourages Shareholder Proposals

SLB 14I (CF) – SRI Conference: 1st Impression

SLB 14I (CF): Issued During 28th Annual SRI Conference The latest SEC Staff Legal Bulletin, SLB 14I (CF), was issued on November 1, while 800 attended the 28th Annual SRI Conference in San Diego. I was flipping though the agenda when I got an email from a Bloomberg reporter asking for feedback on SLB 14I, which […]

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Alphabet Democracy

Alphabet Shareholders Overwhelmingly Support Equal Voting

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 […]

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Alphabet Democracy

Alphabet: Another Democracy Vote

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 […]

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Haranguing

Deal Professor: Haranguing

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 […]

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International Business Machines: Proxy Score 21

International Business Machines Corp. (NYSE:IBM, $IBM) provides information technology (IT) products and services worldwide. It is one of the stocks in my portfolio. Their annual meeting is coming up on April 26, 2016. ProxyDemocracy.org had collected the votes of four funds when I checked. I voted AGAINST the pay plan, and most of the directors. I voted FOR the report […]

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ExxonMobil – Shareholders Offer 4 Options

I don’t own ExxonMobil $XOM stock or the stock of any other oil companies, so won’t be examining their proxy when it comes out or making voting recommendations. However, oil companies do remain a potent economic force and won’t be going away anytime soon… even though folks like me hope to be driving around in electric […]

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Withdraws Shareholder Proposal

Who Withdraws Shareholder Proposals?

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 […]

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Sonoco

Sonoco Fails to Limit Democracy to the 2%

Sonoco Products ($SON) recently sought no-action relief from the SEC to omit a proxy access shareholder proposal by William Steiner. The Division of Corporation Finance denied their request. The 1% now owns as much worldwide as the 99%, so why should Sonoco limit shareholder proposals and presenters to the 2%? I was happy to play […]

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YHOO

Yahoo! Inc. (YHOO): Proxy Score 46

Yahoo! Inc. (YHOO), one of the stocks in my portfolio, is engaged in providing Internet search, communication and digital content. Their annual meeting is coming up on 6/24/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 6/15/2015. I voted with the board 46% of the time and assigned YHOO a proxy score of 46. […]

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