Amazon Plays April Fools Joke with shareholders. I am not laughing. Amazon’s preliminary proxy of April 1 fails to include my proposal and others where Amazon filed no-action requests with the SEC. My proposal is aimed at disclosing the Company’s distribution of stock-based incentives throughout the workforce as a first step in addressing wealth inequality. Failing to disclose pending proposals that […]
Incentive shares – shareholders have a right to know their distribution. Meta, Amazon, and Repligen argue against disclosure. Working mostly from the same template, they argue distribution of shares to employees is “ordinary business” and “does not focus on any significant policy issue that transcends the company’s ordinary business operations.” I submitted similar proposals to […]
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 […]
Skadden Scheme to Kill Shareholder Rights Skadden scheme exposed by Phil Goldstein, of Bulldog Investors, threatens to kill shareholder rights. While we were fighting COVID-19 and new rules proposed by the SEC to eviscerate shareholder rights Skadden, Arps, Slate, Meagher & Flom LLP has been plotting to effectively do away with the right of shareholders […]
Investors ask SEC to rescind no-action policy recently announced. Additional resources and commentary regarding the new SEC No-Action Policy are included below the letter. Click for PDF. (more…)
Verbal No-Action Decisions Slammed by Shareholder Rights Group Verbal no-action decisions by the SEC threaten the integrity of corporate governance. On September 6, the Securities and Exchange Commission issued a new policy providing for verbal no-action decisions that could significantly reduce transparency and accountability in the process of enforcement of the rules on shareholder proposals. […]
Shareholders v Stakeholders is in the news again, driven by the Business Roundtable. Someone asked Quora: Regarding corporate social responsibility, do you agree more with the shareholder view or the stakeholder view theory? Below is my response with a few edits, after some additional thought. (more…)
LGBTQ CorVel (CRVL) workplace equality advocates celebrate a significant victory in the midst of a historic Pride month representing the 50th anniversary of the Stonewall riots. Shareholders will have a voice on CorVel’s EEO policy. (more…)
Do the Opposite was funny in the sitcom Seinfeld but not so funny when Franklin Resources does the opposite of shareholder proposals. In fact, doing the opposite threatens the existence of even the facade of democratic corporate governance, alive since 1947 with the legal right of shareholders to file and vote on proposals. (more…)
The Ford Motor Company ($F) challenged my resolution on Transparent Political Spending and lost. I created a new posting category, “SEC no-action letters.” Posts under this category will include what I believe are precedent setting decisions. By including them on CorpGov.net I will be creating a searchable database going forward of significant decisions for ready […]
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 […]
Gadfly proposal on your corporate proxy? One implicit conclusion from a recent academic study is that you should short the company as soon as the SEC disapproves the company’s no-action request, since a proposal from a gadfly is likely to reduce the company’s value. Even though their intent is primarily to show why managers generally oppose […]
As I indicated yesterday, I have been contacted by several reporters for comments on the latest screed from the Business Roundtable seeking to muzzle the rights of shareholders. Although I have much more productive ways to occupy my time, it does make sense for me to provide at least some response, since the Business Roundtable […]
There will be no rush to binding proxy access proposals, thanks to a July 21 denial of a no-action request filed by H&R Block. Corporations (HRB) continue with Wile E. Coyote type plots to derail genuine proxy access. See this incoming no-action request from Microsoft (MFST). However, in the case of H&R Block we foiled the […]
RIA hands untied by Newground Social Investments team and the SEC’s refusal to grant a no-action letter to Baker Hughes (BHI, $BHI) on February 22, 2016. Congratulations to Bruce Herbert and staff at Newground, as well as to their advisors. We have discussed the importance of not counting abstentions before at Simple Majority Vote Counting Initiative for […]
Just a quick note to other shareholders who have filed proxy proposals this season. If the company you filed with requested and obtained a no-action letter from the SEC under Rule 14a-8(i)(9), you might obtain a reversal of that sanctioned exclusion. However, as far as I know, you need to ask for reconsideration. I don’t think […]
Apologies to those tired of reading about the issue of proxy access at Whole Foods. However, the SEC’s no action letter is a real watershed moment in the long struggle for proxy access, which began in earnest for me with a rulemaking petition in August 2002 but which others have been puruing for decades. Last Friday […]
… If the stockholder is to regard himself as a continuing part-owner of the business in which he has placed his money, he must be ready at times to act like a true owner and to make the decisions associated with ownership. If he wants his interests fully protected he must be willing to do […]
The Manhattan Institute‘s Proxy Monitor Project would call it another failure by gadfly shareholders, since United Natural Foods Inc. (UNFI) filed and was granted a no-action request by the SEC to exclude our proposal to allow shareowners with 15% of the outstanding UNFI shares to call a special meeting. Since the proposal cannot receive a majority vote from shareowners, the […]
With John Chevedden‘s help, I recently submitted shareowner proposals to United Natural Foods Inc. (UNFI) and The Hain Celestial Group, Inc. (HAIN). Both have asked the SEC for no-action letters [UNFI (UNFI no-action 8-15-2014 pdf) and HAIN] because they plan to introduce their own proposals on the same subjects. The SEC is likely to grant both requests. Shouldn’t such actions […]
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 […]
Don’t miss the following great reads: Eleanor Bloxham, CEO of The Value Alliance Activist shareholders’ top priorities for 2014. A must read for directors and shareowners alike. Here’s the first paragraph. Many of us free ride on actions taken by active, long-term shareholders. These unsung heroes goad managers and boards to reach better decisions, make available […]
Is SEC Rule 14a-8(i)(9) fair? Should the SEC amend the rule? What’s your opinion? I think the rule is problematic and needs changing. In this post I explain why, using my proposal at Disney (DIS) to allow shareowners to call a special meeting as an example. Here’s the text of the SEC rule: (more…)
Mark Latham came up with a brilliant idea in the late 1980s: Shareowners should use their corporation’s funds to pay for external evaluations of governance and performance of the board and management. Shareowners would vote to choose among competing organizations to provide this service. It was a simple concept but SEC rules made subsequent proposals […]
A proposal by Qube Investment Management, which owns 10,208 shares of Microsoft ($MSFT), to cap pay has been challenged through the “no-action” process. See incoming correspondence to the SEC. The resolved clause of Qube’s proposal reads as follows: Resolved: The the Board of Directors and/or the Compensation Committee limit the average individual total compensation of […]
National Fuel Gas Company (NYSE: NFG) informed the SEC they were bypassing their administrative no-action process and had filed an injunction in U.S. District Court for the Western District of New York on procedural grounds under Rule 14a-8. (more…)
“Stunning,” “arbitrary,” “unjustifiied” … “questionable”: these are some of the words individual shareowners are using to describe the SEC handling of six corporations’ requests to be allowed to exclude the USPX model proxy access proposal from their 2012 proxy materials.* This week, the Commission’s staff approved every one of those requests. Corporate executives routinely solicit […]
We all know the drill. Shareowners submit their proposals to corporations for various governance and social concerns. Companies hire lawyers to file no-action requests with the SEC. If the SEC grants their request, they won’t take any action against the company if it does not include the shareowner’s proposal in their proxy. But what if […]
In separate rulings, SEC staff rejected requests by Prudential Financial, Union Pacific, and Devon Energy to omit governance proposals filed by John Chevedden. They argued Chevedden’s proof-of-ownership letters did not comply with SEC Rule 14a-8(b). However, each of his broker’s letters stated that Chevedden holds shares through them and they also identified a member of […]
Looking through a few of the relatively recent no-action letters, I see the SEC continues to buy into substitute proposals at higher thresholds to call a special meeting than those proposed by shareowers. In the latest insult, a no-action letter was issued to Hain Celestial to deflect a proposal from Kenneth Steiner calling for a […]
Broc Romanek, of theCorporateCounsel.net has drawn the attention of his subscribers to an online solicitation by Physicians Committee for Responsible Medicine “to essentially “borrow” shares in an effort meet the eligibility requirements of the shareholder proposal rule and be able to submit shareholder proposals at 11 companies (and thus advance their own social agenda)? Pretty blatant […]