Tag Archives | NorthStar

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 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 how I voted and why.

If you have read these posts related to my portfolio for the last 22 years, have values aligned with mine, and trust my judgment (or you do not want to take the time to read it), go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts.

The annual meeting is on June 6, 2018. I voted with the Board’s recommendations 45% of the time. View Proxy Statement via SEC EDGAR system (look for DEF 14A). Continue Reading →

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Alphabet and Facebook Shareholders Seek Better Oversight: Scandals Loom

Alphabet and Facebook shareholders will once again vote on shareholder proposals at their 2018 annual shareholder meetings related to unequal voting structures. With growing concerns about data and privacy issues, shareholders will weigh in on how other company governance issues are also at play.

Voting results will influence whether America will continue its long course toward “democratic” corporate governance or will revert to corporate governance by oligarchs.

Explained NorthStar Asset Management CEO Julie Goodridge.

Through these shareholder resolutions, common shareholders have been showing concern for years regarding managements’ outsized voting rights at both companies, and this year’s proposal couldn’t be timelier given the recent fallout from seemingly endless data mismanagement issues at Facebook.

A proposal brought by socially responsible investment firm NorthStar Asset Management, Inc. at Facebook and Alphabet, with corporate governance activist and author James McRitchie as a co-lead filer at Alphabet, seeks to change this arrangement.

We are asking both Facebook and Alphabet to recapitalize the shares so that each share gets one vote. Alphabet and Facebook are publicly traded, and we believe that status as a public company should come with an equal right to vote. Given the scandals this year at Facebook, it is clearly time for shareholders to have meaningful input on company management issues.

At Alphabet, which has three classes of stock, insiders like Sergey Brin, Larry Page, and former chairman Eric Schmidt control 58% of the vote while owning less than 13% of economic stake combined.  Similarly at Facebook, ordinary shareholders buying shares on public markets have access to shares with one vote (class A), while insiders like CEO Mark Zuckerberg own shares with 10 votes per share (class B).  Critics of the voting structures at these companies point out that it would be essentially impossible for class A shareholders to “out-vote” the founders, even on significant or concerning matters.

According to Mari Schwartzer, NorthStar’s Director of Shareholder Activism and Engagement,

We can see this in results of the 2016 annual meeting in which Facebook proposed a new non-voting class of stock in order to allow Mr. Zuckerberg to give away the lion’s share of his wealth without losing control of the company. Our estimates indicate that about 71% of outside shareholders voted against the creation of this new class of stock, yet Mr. Zuckerberg moved forward with attempting to create it. To stockholders, this is evidence that Facebook does not take common shareholders’ wishes seriously.

Mr. Zuckerberg owns almost 14% of stake in the company but controls nearly 53% of the vote, which allowed the company proposal to pass; a shareholder lawsuit halted that aspiration last fall.

At last year’s annual meetings, NorthStar estimates that over 61% of Facebook class A (outside) shareholders and over 88% of Alphabet class A shares voted in favor of the recapitalization plan to one vote per share. NorthStar hopes those figures continue to stay strong at the upcoming annual meetings – Facebook shareholders vote this Thursday, May 31 while Alphabet shareholders will vote next week on June 6th.

Schwartzer continued,

This year is monumental for Facebook in particular, but for tech companies in general. The Cambridge Analytica scandal illustrated how risky and potentially damaging it can be to manage user data, but these issues aren’t at rest yet. Amazon’s personal assistant Alexa just hit the news last week when a private conversation was recorded and sent to a couple’s contacts. Clearly, these data privacy issues are concerns that shareholders should pay close attention to when they vote their proxies and think about how company governance plays a role here.

NorthStar’s Goodridge went on to explain that shareholder interests are not just about fairness:

We are very concerned about shareholders’ inability to deal with this issue at the board level. Mr. Zuckerberg has formed a board with close ties and loyalties to him. We do not believe that the board would step in to ask him to step down if another scandal were to wrack shareholder value further. Shareholder input is crucial for long-term value and company growth.

NorthStar has filed exempt solicitations with the SEC to urge shareholder support. Find them on the SEC’s website at the following links: Facebook exempt solicitation; Alphabet exempt solicitation.

NorthStar Asset Management, Inc. is a wealth management company based in Boston with a focus on socially responsible investing.  At NorthStar, creative shareholder engagement is a positive force for change.

Alphabet and Facebook are clearly trendsetting companies. As Alphabet and Facebook go, so goes the nation. Will our country increasingly be the headquarters of corporate dictatorships? Will corporate dictatorships support a strong democratic government in these United States of America, or will they continue to seek short-term power and profits for the few at the expense of conditions that favor the long-term broader interests of all their shareholders and users?

How shares are voted at Alphabet and Facebook could send a clear message to those in power. Help put an end to democratic-free zones. The oligarchs at both Alphabet and Facebook would do well to end their sovereign rule for their own self-interest.

Even if their votes were strictly tied to their economic stake, the founders of Alphabet and Facebook would still wield considerable power. Instead of being dictatorships they would have to listen to other shareholders and share power.

Instead of what some might consider “lapdog” boards, Alphabet and Facebook could attract more knowledgeable, independent directors, not afraid to speak their minds. Turning around corporate governance at Alphabet and Facebook could also preserve the reputations of these companies and their founders as leaders and avoid cumbersome regulations.

George Washington was encouraged to continue as President for life but stepped down for the good of the country. The founders of Alphabet and Facebook should take a page from history.

See my FB Facebook Proxy Vote Recommendations. I will make full voting recommendations on Alphabet’s proxy before their annual meeting.

   

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Prison Labor: Corporate Supply Chain

NorthStar Asset Management, Inc., a Boston-based wealth management firm, announced that it has published a white paper outlining its perspective on the issue of domestic (U.S) prison labor in company supply chains, and recommending best practices for companies and investors to uncover and respond to abusive labor practices.

Prison Labor in the United States: An Investor Perspective goes into detail about how prison labor has become a critical issue related to economic inequality, racial justice, and human rights. Explained CEO Julie Goodridge, Continue Reading →

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$COST (Costco): Proxy Vote Recommendations

$COST, Costco Wholesale Corporation, together with its subsidiaries, operates membership warehouses. It offers branded and private-label products in a range of merchandise categories. $COST has supermajority vote requirements (66.67%) to amend certain charter provisions, a classified board with staggered terms, and no written consent unless unanimous by all shareholders. In short, reasonable shareholder rights are missing. By way of comparison, Amazon.com ($AMZN) has no supermajority vote requirement, a declassified board elected annually and written consent by majority.

The annual meeting is coming up on January 30, 2018. I voted with the Board’s recommendations 43% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Human Right to Water Affirmed

Human Right to Water

Human Right to Water

After engagement with shareholders, two California-based water utilities, California Water Service Group (NYSE: CWT) and American States Water (NYSE: AWR), have adopted policies confirming a commitment to support the human right to water. Sparked by shareholder proposals filed last fall by Boston-based socially responsible investment firm NorthStar Asset Management, Inc., these two human right to water policies are the first at California water utilities.

Explained Julie Goodridge, CEO of NorthStar Asset Management:

NorthStar pioneered industry adoption of human right to water principles in 2007 when we filed the first shareholder proposal on the human right to water at a Connecticut-based water utility. In the ensuing decade, successful implementation at multiple companies other than water utilities has resulted in meaningful and tangible changes in company actions. Adding two more water utilities to our list of companies committed to the human right to water is a necessary step toward industry-wide recognition of the human right to water.

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2016 SRI Service Award Nominations Due

Donna Katrin, 2015 SRI Service Award Winner

Donna Katzin of Shared Interest, 2015 SRI Service Award Winner

The SRI Service Award is one of the most prestigious awards given in the corporate governance industrial complex… and this one is for work in the field of Sustainable, Responsible, Impact investing. No one has to excuse themselves for working in SRI. Like motherhood and apple pie, SRI is inarguably good… although there are still a few who think the earth is flat and climate change is a hoax.

It doesn’t take much to nominate. No justification is required… but you can bet those with the most nominations will be widely discussed at the upcoming SRI Conference (see coverage of past conferences). I submitted the name of one of my heroes, Julie Goodridge, and since I’ll miss the Conference this year, I’ll tell you why after I tell you a little more about the Award. Continue Reading →

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LGBTQ Rights @ SRI Conference

LGBTQ

LGBTQ Panel at SRI

While major advances have been achieved in the United States to protect the rights of the LGBTQ individuals (lesbian, gay, bisexual, trasgender, queer or questioning), there are still a number of countries where outright discrimination and even punishment by death are real threats. A major LGBTQ rights panel during the 27th annual SRI Conference November 9–-11, 2016 in Denver will explore what concerned shareholders can and will be doing about this issue. Continue Reading →

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FedEx: How I Voted – Proxy Score 38

FedExFedEx Corporation (NYSE:FDX) provides a portfolio of transportation, e-commerce and business services under the FedEx brand and is one of the stocks in my portfolio. Their next annual meeting is September 28, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked and voted. I also picked up the votes of CalSTRS in my table below, since ProxyDemocracy doesn’t seem to be scraping their votes. I voted with the Board’s recommendations 38% of the time. View Proxy StatementContinue 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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‘We the People’ Already Have a Partial Road Map to Fight Citizens United: Stocks and Mutual Funds

Shari Dunn

Shari Dunn

Guest Post by Shari Dunn is an attorney and journalist who is also a “True Believer,” Bon Vivant, Raconteur, Creative, Dreamer and Muse. 

Never believe that a few caring people can’t change the world. For indeed, that’s all who ever have. 

That’s one of Dunn’s favorite quotes from Margaret Mead. In this guest post (originally posted at Tweeting For Change, she interviews Julie Goodridge, CEO of NorthStar Asset Management, one of the primary movers behind a group that recently came to my defense after I was sued by several companies for simply fling shareowner proposals. See SRI Funds & Advisors Send Open Letters on Lawsuits Against Shareholders. Here, Shari Dunn talks to Julie Goodridge about owners taking participation to the next level. Continue Reading →

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