Tag Archives | MoxyVote.com

PG: How I Voted

Proctor & Gamble (PG) is one of the stocks in my portfolio. Their annual meeting is coming up  on October 11. I voted yesterday using the MoxyVote.com platform. Today is the last day to use it. Tomorrow, you’ll have to use ProxyVote.comMoxyVote.com had recommendations from 13 “good causes,” which included several consolidations.  ProxyDemocracy.org had recommendations from 5 participating funds families.

When it comes to PG, the problem appears to be how to integrate and present the recommendations. Both sites could do a better job in that department, although I do like Moxy’s “Advocate Consensus,” which “represents an overarching opinion of all Advocates on Continue Reading →

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Shareowners Too Busy But Hamermesh Offers Wrong Solutions

Lawrence A. Hamermesh, Widener University School of Law, Wilmington, Delaware gave the Keynote Speech to the Practical Law Institute’s Ninth Annual Directors’ Institute on Corporate Governance on September 7, 2011. In Too Busy to Think, Spread Too Thin to Matter: Making a Rational Stockholder Voting System an Agenda Item for Management/Investor Dialogue, he runs over some interesting territory and concludes we need to limit the number of shareowner meetings and votes to make them more meaningful.

Prof. Lawrence A. Hamermesh

One option is to “require a stockholder vote on the election of directors once every three years, unless owners of more than, say, 3% of the voting power demand a meeting in the meantime.” Another would be to “dispense with annual meetings” but substitute “some enhanced stockholder right to ballot access and to convene stockholder meetings.”

I agree there are problems but these “solutions,” especially the first, could lead to even less accountability than we have now. Hamermesh reminds his audience of Chancellor William T. Allen’s 1988 opinion in Continue Reading →

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L'Apel: Democratic Capitalism at Risk

Recently, ICGN held their annual conference in Paris. From the Twitter feed, it appears I missed a good one. (see ICGN Via Twitter) I’ve already mentioned Jon Lukomnik’s appeal to look again at the idea that shareowners’ interests and executives’ can be aligned through compensation strategies.

I think one origin of our errors was revising the tax code so that executive compensation above $1 million is only a tax deductible expense if performance based. The result has been, as Lukominik observes, that compensation plans have taken on the characteristics of “a slot machine: They pull a lever and three years later out comes a trickle of coins or a fountain of folding money.” This is a topic worthy of much discussion.

Another truthsayer at the conference was Robert A.G. Monks, whose L’Appel can be read as quickly as fast food but provides nutritional value of a much higher order. Bob lays out a number of observations. I’ll just list a few: Continue Reading →

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Corporate Spring

Ordinary people using Facebook and Twitter overturned dictators in Tunisia, Egypt and Libya. David Kirkpatrick of Techonomy Media, which promotes the integration of technology with business and social progress, writes “this social might is now moving toward your company… you’d better get out of their way—or learn to embrace them.”

Gary Hamel, one of business’ most eminent theoreticians of management says,

I don’t think it’s crazy to ask if your CEO is the next Mubarak. The elites—or managers in companies—no longer control the conversation. This is how insurrections start.

Says Marc Benioff, CEO of Salesforce.com: “This isn’t just about Arab spring. This is about corporate spring.”

Twitter is a potent broadcast tool for anyone with a following. By “checking in” via a smartphone app or SMS through FourSquare, users share their location with friends. Foursquare allows users to bookmark information about venues and make Continue Reading →

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Davita (DVA): How I Voted

Davita (DVA) is one of the stocks in my portfolio. Their annual meeting is coming up June 6. ProxyDemocracy.org had four funds voting. MoxyVote.com had two funds and two consolidations.

Checking the Summary Compensation Table, it appears CEO/Chair Kent J. Thiry was paid more than $14 million. Using the United States Proxy Exchange (USPX) released draft guidelines, I voted against most pay packages over the median for large- Continue Reading →

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IRobot: How I Voted

IRobot (IRBT) is one of the stocks in my portfolio. Their annual meeting is coming up May 24. ProxyDemocracy.org had only one fund voting, CBIS, when I voted yesterday. MoxyVote.com had none. Today is the last day to vote using MoxyVote.com.

Checking the Summary Compensation Table, it appears CEO/Chair Colin M. Angle was paid more than $2.3 million, which is more than the $2.2 million median for a small-cap firm.  Using the United States Proxy Exchange (USPX) released draft guidelines and adjusting for company size, I voted against the pay package. However, because the difference was relatively small, I didn’t vote against the compensation committee. Management wanted a say-when-on-pay frequency of three years but I voted for every year. I voted using the MoxyVote.com platform.

NUM. PROPOSAL TEXT McRitchie
1.1 Elect Director Gail Deegan For
1.2 Elect Director Andrea Giesser For
1.3 Elect Director Jacques S. Gansler, Ph.D. For
2 Approve Executive Incentive Bonus Plan For
3 Ratify Auditors For
4 Advisory Vote to Ratify Named Executive Officers’ Compensation Against
5 Advisory Vote on Say on Pay Frequency One Year

 

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Rovi: How I Voted

Rovi (ROVI) is one of the stocks in my portfolio. Their annual meeting is coming up May 24. ProxyDemocracy.org had only one fund voting, Calvert, when I looked two days ago. MoxyVote.com had four “good causes” but only one readily identifiable source, Calvert.

Checking the Summary Compensation Table, it appears CEO/Alfred J. Amoroso was paid almost $7 million. That’s too much for what is essentially a small cap where median pay is $4.3 million. Using the United States Proxy Exchange (USPX) released draft guidelines and adjusting for company size, I voted against the pay package, against the stock plan and against Ludwick, Quindlen and O’Shaughnessy, since they served on the compensation committee. Management wanted a say-when-on-pay frequency of three years but I voted for every year. I voted using the MoxyVote.com platform.

NUM. PROPOSAL TEXT McRitchie
1.1 Elect Director Alfred J. Amoroso For
1.2 Elect Director Alan L. Earhart For
1.3 Elect Director Andrew K. Ludwick Withhold
1.4 Elect Director James E. Meyer For
1.5 Elect Director James P. O’Shaughnessy Withhold
1.6 Elect Director Ruthann Quindlen Withhold
2 Amend Omnibus Stock Plan Against
3 Ratify Auditors For
4 Advisory Vote to Ratify Named Executive Officers’ Compensation Against
5 Advisory Vote on Say on Pay Frequency One Year

 

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Interface: How I Voted

Interface, Inc (IFSIA) is one of the stocks in my portfolio. Their annual meeting is coming up May 23. ProxyDemocracy.org had only one fund voting, CBIS, when I looked yesterday. Often they seem to vote against just about every management recommendation but not this time. MoxyVote.com had five opinions but only two readily identifiable sources, Calvert and Trillium. They were at odds with each other.

Checking the Summary Compensation Table, it appears CEO/Daniel T. Hendrix was paid Continue Reading →

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Kinetic Concepts: Victory for Shareowners!

I was about to sit down this morning and write another scathing post on Kinetic Concepts when I learned of their press release announcing they will gradually declassify their board. They gave no reason as to why they took this action just ahead of their annual meeting. Perhaps they looked again at their guiding principles,

We act with integrity and honesty above all, in all that we do.

I e-mailed them to ask why but they have not answered. A more probable cause was the likelihood that shareowners would oust board members currently up for election. The whole episode shows that persistant shareowners can hold board members accountable.

As readers of CorpGov.net may recall, shareowner John Chevedden submitted a proposal to Kinetic Concepts to declassify their board and have all members up for annual election. Kinetic Concepts filed for a no-action letter from the SEC on the grounds that Chevedden had provided insufficient evidence that he owned Kinetic stock. The SEC’s March 21 denial was in line with previous denials at Hain Celestial, Union Pacific, Devon Energy, Prudential, and News Corp where companies had  not met the burden of 14a-8(g). They had not demonstrated they are entitled to exclude these proposals.

Despite denial of their no-action request, Kinetic Concepts sent an April 5 letter to the SEC putting them on notice they would mail their proxy without Mr. Chevedden’s proposal, despite the SEC’s refusal to grant their no-action request.

As justification, Kinetic pointed to a flawed court decision from a suit brought against Mr. Chevedden by KBR. Even a quick glance at page 6 (2011-04-04 KBR Chevedden Docket 24 – Memorandum and Order https://www.corpgov.net/wp-content/uploads/2011/04/2011-04-04-KBR-Chevedden-Docket-24-Memorandum-and-Order.pdf) reveals the judge didn’t base her decision on what is required in order to show evidence of ownership for a 14a-8 proposal. Instead, she based her decision on evidence of ownership requirements adopted in 14a-11, the provisions for placing shareowner director nominees on the proxy. Aside from being on a completely different subject, these rules are not even in effect, but have been stayed because of the lawsuit on the SEC’s proxy access rules.

They made no attempt to exhaust legal remedies. Kinetic simply pointed to the flawed court decision and essentially said, our case is like that case, so we’re not including the proposal from Chevedden.

I wrote several articles warning of dire consequences if Kinetic Concepts was allowed to get away with simply ignoring the law. (SEC: Time to Remove the Gag; Texas Secession Led by Apache, KRB and Kinetic Concepts; Take Action: Sixty Years of ShareOwner Rights at Risk; and Go Directly to Court, Do Not Pass SEC, Prepare to Spend Thousands). Some of these posts also appeared at Shareowners.org and Accountability Central. I also contacted several large funds, unions, proxy advisors and, of course, the SEC.

My experience with the SEC was frustrating. Although I got a sympathetic ear at Corporation Finance, they claimed the case was out of their jurisdiction. I needed to contact Enforcement. Enforcement has no public phone number and the internet forms are not set up to handle complaints on shareowner rights.

It was like writing into a black hole. In my direct experience, nothing seems to come out of Enforcement. As a brief aside, note Broc Romanek’s recent posts at theCorporateCounsel.net: The SEC’s Whistleblower Office Does Not Want To Talk To You and The Bigger Picture: Why Doesn’t the SEC’s Enforcement Division Provide a Phone Number? It turns out that due to a lack of funding the whistleblower office doesn’t exist and the Enforcement Division doesn’t want to talke to anyone.

I don’t know if the SEC took any action at all. However, I do know funds that investigated the issues and spoke to people at Kinetics. The big break for shareowners probably came when ISS and Glass Lewis both recommended voting against board members. The following are extensive quotes from ISS’ advisory:

In this case, while the company cites precedent cases as a reason for excluding the proposal, the company has not received correspondence from the SEC or a ruling from the US District Court stating that the company may exclude Mr. Chevedden’s proposal. Furthermore, the company has not filed a case to the court with regarding this proposal and as such has not fully exhausted its legal remedies in seeking a no action ruling from the SEC. In this instance the company has taken upon itself the role that is reserved for the SEC and the courts and in doing so, has denied shareholders an opportunity to vote on an important issue without the force of law…

ISS also notes that the company is ignoring a proposal to declassify the board, which is a well-accepted governance reform that regularly receives high levels of shareholder support. For instance, in 2010, such shareholder proposals filed at U.S. public companies received an average of 61.1-percent support from votes cast for and against. Furthermore, studies have shown a negative correlation between the existence of a classified board and a company’s value. ISS believes that all directors should be accountable on an annual basis and that a staggered board can entrench management and effectively preclude takeover bids or proxy contests…

By omitting this item despite the SEC’s correspondence stating that it should be included, the company has disenfranchised its shareholders from one of their key entitlements. As owners of the company, shareholders should have the right to judge a shareholder proposal which could affect the governance structure of the company. In this case, by directly disregarding the SEC’s statement confirming that the shareholder proposal should appear on the ballot, the company has intentionally disenfranchised its shareholders and as such, ISS recommends that shareholders WITHHOLD votes from the entire class of directors standing for election at this annual meeting.

Soon after Kinetic Concepts issued their press release indicating they would move to declassify their board, both ISS and Glass Lewis revised their voting recommendations to include voting in favor of all incumbents.

Lesson: Vigilance pays. Had we done nothing, shareowner rights would have been trampled. Thanks to our many readers who took action.

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Juniper Networks: How I Voted

Juniper Networks (JNPR) is one of the stocks in my portfolio. Their annual meeting is coming up May 18. May 14 is the last day to vote my proxy on the MoxyVote.com platform.

ProxyDemocracy.org had only one fund voting, CBIS, when I looked yesterday. MoxyVote.com had no recommendations.  The Summary Compensation Table shows CEO/Chair Kevin R. Johnson earned $10 last year. That’s more than the median pay of CEOs in the S&P 500. I’m voting against all pay packages above the median, including this one and I’m voting against the bonus plan. See Nay on Pay: How Continue Reading →

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Nutrisystem: How I Voted

Nutrisystem, Inc. (NTRI) is one of the stocks in my portfolio. Their annual meeting is coming up May 12. Today is the last day to vote my proxy on the MoxyVote.com platform.
ProxyDemocracy.org had one fund voting when I looked yesterday (CBIS). MoxyVote.com had no recommendations.  I see on the Summary Compensation Table that CEO/Chairman Joseph M. Redling was paid $5 million this year, $3.5 million last year, and $7 million the year before. Soon it starts to add up to real money. That’s too high for a company of this size. As I’ve discussed before (Just How Clever Are Directors on Pay Issue?), high executive pay is problematic to both the corporation and society for many reasons. I’ve decided, at least for now, the best way to counter the “Lake Wobegone Continue Reading →

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Ford: How I Voted

Ford (FDMTP) is one of the stocks in my portfolio. Their annual meeting is coming up May 12. Today is the last day to vote my proxy on the MoxyVote.com platform.

ProxyDemocracy.org had one fund voting when I looked yesterday (CBIS). MoxyVote.com had seven recommendations, but none for the whole ballot.  While I’m happy with Ford’s performance, I see that CEO/Chairman Alan Mulally was paid $26.5 million this year, $18 million last year, $17 million Continue Reading →

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Goldman Sachs: How I Voted

Goldman Sachs is one of the stocks in my portfolio. Their annual meeting is coming up May 6. Today is the last day to vote my proxy on the MoxyVote.com platform.

ProxyDemocracy.org had only two funds voting when I looked yesterday, CalPERS and CBIS.

MoxyVote.com had sixteen recommendations, although several were from voting consolidations for categories. There is no side-by-side comparisons, so users must scroll Continue Reading →

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MSCI: How I Voted

MSCI INC. (MSCI) is one of the stocks in my portfolio. Their annual meeting is coming up May 5. Today is the last day to vote my proxy on the MoxyVote.com platform.

ProxyDemocracy.org had no funds voting when I looked yesterday. MoxyVote.com had several recommendations.  All voted with management, except the General Board of Pension and Health Benefits of The United Methodist Church, which voted against director Linda H. Riefler. I voted entirely with management.

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Union Pacific: How I Voted

Union Pacific is one of the stocks in my portfolio. Their annual meeting is coming up May 5. Today is the last day to vote my proxy on the MoxyVote.com platform.

ProxyDemocracy.org had only one fund voting when I looked yesterday, CBIS.

MoxyVote.com had seven recommendations, although three were from voting consolidations for categories. I Voted in favor of John Chevedden’s proposal for an independent chair. I will always vote in favor of such resolutions, except, perhaps, in very unusual situations.

I voted against the executive compensation package based on the $15M pay package for Continue Reading →

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Hess: How I Voted

Hess is one of the stocks in my portfolio. Their annual meeting is coming up May 4. Today is the last day to vote on the  MoxyVote.com platform.

ProxyDemocracy.org had two funds voting, covering all the issues. MoxyVote.com has four advisors or compilations of advisors offering opinions. I voted on the MoxyVote.com platform and went with “SRI Pros Cause,” which “consists of professional investment organizations that practice socially responsible investing (SRI).” I am happy to see them voting Continue Reading →

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EMC: How I Voted

EMC is one of the stocks in my portfolio. Their annual meeting is coming up May 4. Today is the last day to vote on the  MoxyVote.com platform.

ProxyDemocracy.org had three funds voting, covering all the issues. MoxyVote.com has eight advisors or compilations of advisors offering opinions. This time, several are comprehensive. I voted on the MoxyVote.com platform and went mostly with management and Florida SBA. However, I did vote Continue Reading →

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Berkshire Hathaway: How I Voted

Berkshire Hathaway is one of the stocks in my portfolio. Their annual meeting is coming up April 30 Again, I’m a little disappointed not to see more voting advice available at this late date. Where are Florida SBA, CalSTRS, CalPERS, and all those SRI funds? Only AFSCME is reporting so far on ProxyDemocracy.org but they provide comprehensive advice on each item. MoxyVote.com has seven advisors offering opinions but none cover all the items on the proxy. That’s frustrating.

AFSCME has done more to advance the cause of proxy access, the Magnata Carta for Continue Reading →

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Don't Let Them Get Away With Stealing Elections

Glyn Holton’s How To Steal a Corporate Election informs us of recent outrages on how elections are tipped in favor of entrenched managers and boards. If you’ve taken the time to read his post, I urge you to take another five minutes to help remedy the situation.

To address the situation at American Tower Corporation (AMT) send e-mails to the Office of Chief Counsel at [email protected] and the Chairman at [email protected]. I also recommend you fill out the complaint form, since this will go to the Division of Enforcement, the office that could take action. I recommend you write something like the following (subject line: American Tower Corporation – Violation of Rule 14a-4(a)(3)):

American Tower Corporation (AMT) is utilizing a Voter Information Form (VIF), which includes Item 04. While it appears shareowners are being asked to approve the idea of say-on-pay votes (now required by Dodd-Frank), they are actually being asked to approve a say-on-pay vote.

SEC Rule 14a-4(a)(3) states the proxy “shall identify clearly and impartially  each separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters, and whether proposed by the Continue Reading →

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Kellogg: How I voted

Kellogg is one of the stocks in my portfolio. Their annual meeting is coming up April 29. I’m a little disappointed not to see more voting advice available at this late date (only 1 fund reporting on ProxyDemocracy.org).

The “Reduce Supermajority Vote Requirements” proposal is mine, so of course I was sure to vote for that one.

AFSCME has done more to advance the cause of proxy access than any other group in the last decade. Since they appear to put a reasonable amount of effort into researching proxy issues and Continue Reading →

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