The Apple 2019 annual meeting is March 1st. To enhance long-term shareholder value, vote AGAINST directors Levinson and Gore., as well as pay and the auditor. Vote FOR shareholder proposal #4 Proxy Access Amendments and against #5, which aims to set up an ideological litmus test for directors. Continue Reading →
Tag Archives | pay
Stock Buyback: Shareholder Initiative
A stock buyback can increase senior executive pay, unrelated to performance. First, stock buybacks increase the value of long-term performance stock options and other forms of equity pay. Second, senior executives sometimes time their own stock sales to take advantage of the bump in price that usually accompanies stock buyback announcements. Such behavior defeats the purpose of incentivizing a long-term focus. To address our concern that performance pay should not be artificially boosted by a stock buyback, I recently submitted a proposal to Cisco Systems and expect to submit similar proposals to other companies.
Last year, I submitted a similar proposal to GE. The updated submission to Cisco Systems adds a provision to address market timing. As always, I welcome suggestions and comments from interested readers. How can such resolutions be improved? What have I missed? Or, if you disagree, why are my concerns unwarranted? Use the comment section below the post or email me. Continue Reading →
Gilead Sciences Proxy Voting Guide
Gilead Sciences Proxy Voting Guide by James McRitchie. Graphic by Gilead.
Gilead Sciences Proxy Voting Guide by James McRitchie. Gilead Sciences, Inc., a research-based biopharmaceutical company, discovers, develops, and commercializes medicines in the areas of unmet medical needs in Europe, North America, Asia, South America, Africa, Australia, India, and the Middle East. Gilead $GLD is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of four fund families when I checked and voted. The annual meeting is May 10, 2017, so vote NOW! If you have already voted, you can change your vote online until May 9.
I voted FOR Written Consent and requiring an Independent Chairman. See how and why I voted these and other items below. I voted with the Board’s recommendations 47% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →
3M Proxy Voting Guide
3M Proxy Voting Guide provided by Corporate Governance (CorpGov.net). 3M (MMM), 3M Company operates as a diversified technology company worldwide and is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on May 9, 2017.
I voted FOR lowering the special meeting threshold; AGAINST pay, compensation committee and other items. See how and why I voted all items below. I voted with the Board’s recommendations 47% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →
Kansas City Southern Proxy Voting Guide – KSU
Kansas City Southern Proxy Voting Guide by Corporate Governance (CorpGov.net). Kansas City Southern (KSU), through its subsidiaries, provides freight rail transportation services between Kansas City, Missouri, and various ports along the Gulf of Mexico in Alabama, Louisiana, Mississippi, and Texas, as well as between Mexico City and Laredo. KSU is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on May 4, 2017
I voted FOR Proxy Access Amendments: AGAINST pay, compensation committee and other items. See how and why I voted all items below. I voted with the Board’s recommendations 38% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →
Bristol-Myers Squibb Proxy Voting Guide
This is our Bristol-Myers Squibb Proxy Voting Guide for 2017. Bristol-Myers Squibb Company (BMY) discovers, develops, licenses, manufactures, markets, and distributes biopharmaceutical products worldwide. Bristol-Myers Squibb is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two fund families when I checked and voted. Their annual meeting is coming up on May 2, 2017.
I voted FOR reducing the threshold to call a special meetings. See how and why I voted other items below. I voted with the Board’s recommendations 41% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →
American Express Proxy Voting Guide
American Express Proxy Voting Guide
American Express Proxy Voting Guide. American Express Company (AXP), together with its subsidiaries, provides charge and credit payment card products and travel-related services to consumers and businesses worldwide. It operates through four segments: U.S. Consumer Services, International Consumer and Network Services, Global Commercial Services, and Global Merchant Services. American Express is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on May 1, 2017
I voted FOR Written Consent and Gender Pay Equity. See how and why I voted other items below. I voted with the Board’s recommendations 63% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →
Kelloggs Proxy Voting Guide
Kelloggs manufactures and markets ready-to-eat cereal and convenience foods in the United States and internationally. The Kellogg Company is one of the stocks in my portfolio.
ProxyDemocracy.org had collected the votes of two fund families when I checked and voted. Their annual meeting is coming up on March 28, 2017
I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 78% of the time. View Proxy Statement. Continue Reading →
AT&T Proxy Analysis
AT&T Inc. (T) provides telecommunications and digital entertainment services. The company operates through four segments: Business Solutions, Entertainment Group, Consumer Mobility, and International. It is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on 4/27/2017. Sorry for the late post.
I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations only 10% of the time. View Proxy Statement. Continue Reading →
NCR: Proxy Access & Pay Issues
NCR Corporation provides omni-channel technology solutions that enable businesses connect, interact, and transact with their customers worldwide. NCR is one of the stocks in my portfolio.
ProxyDemocracy.org had collected the votes of only one fund family when I checked and voted. Their annual meeting is coming up on Wednesday, April 26, 2017.
I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 50% of the time. View Proxy Statement. Continue Reading →
Are We Paying CEOs Too Much?
Are we paying CEOs too much? Is the Pope Catholic? (That’s my own bad joke, not from the panelists.)
Executive compensation is front and center on the minds of shareholders, regulators—and politicians. What IS pay? What IS performance? What are the right time frames for measuring performance? And what to do about the perception that pay is not tied to performance?
I was less interested in our “perception” that pay is not tied to performance and more interested in the reality, where such discrepancies exist.
Are We Paying CEOs Too Much?
Are We Paying CEOs Too Much? is Part 5 of my coverage of the Corporate Directors Forum 2017 in San Diego @corpdirforum, which was billed as Directors, Management, & Shareholders in Dialogue. I was also hoping to learn more about President Donald J. Trump and how his administration might impact corporate governance. More about that in a future post. See Part I, Part 2, Part 3 and Part 4. As usual, the Directors Forum was under Chatham House Rule, so I’m mostly just posting a few observations and my reflections that I hope readers will find interesting.Much better photos from the professional photographer at Directors Forum 2017 Photo Slide Show. Continue Reading →
Wells Fargo Receives ICCR Resolutions
Wells Fargo Receives ICCR Resolutions
Shareholders of Wells Fargo $WFC and members of the Interfaith Center on Corporate Responsibility today announced that they have filed multiple resolutions as a result of fraudulent activities uncovered by the Consumer Financial Protection Bureau (CFPB).
Wells Fargo recently reported a $185 million settlement with the CFPB due to widespread and systemic illegal acts of consumer fraud, including setting up two million deposit and credit card accounts for customers without their permission. Continue Reading →
HRB H&R Block: How I Voted – Proxy Score 57
HRB Never Settle For Fake Proxy Access
H & R Block Inc (NYSE:HRB, $HRB) provides tax preparation and banking services and is one of the stocks in my portfolio. Their next annual meeting is September 8, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked and voted but Proxy Insight had many more. I voted in favor of my suggested proxy access amendments to current bylaws and with the Board’s recommendations 64% of the time. View Proxy Statement. Continue Reading →
The Handbook of Board Governance: Part 5
I continue my review of The Handbook of Board Governance: A Co
mprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 5 of the book, The Unsolved Governance Problem: Performance Measurement and Executive Pay. Talk to any of your acquaintances outside the corporate governance industrial complex and they will all have an opinion regarding CEO pay. This is a part of the book everyone can relate to.
See prior introductory comments and those on Part 1, Part 2, Part 3 and Part 4. As I have indicated before, The Handbook of Board Governance will soon be the most popular collection of articles of current interest in the field of corporate governance.” It is already ranked 10 at Amazon (although ranking fluctuates daily, like a thinly traded stock). Continue Reading →
Medivation Inc – Vote Proxy Access
Medivation Inc. (MDVN), a biopharmaceutical company, focuses on the development and commercialization of medical therapies to treat serious diseases in the United States. Their annual meeting is coming up on June 22, 2016.
ProxyDemocracy.org had collected the votes of two fund families when I checked. Vote AGAINST pay, committee, stock plan; FOR proxy access. I voted with the Board’s recommendations 59% of the time. View Proxy Statement via iiWisdom. Continue Reading →
Facebook Inc: Equal Voting
Facebook Inc (NASD:FB), one of the companies in my portfolio, builds products that enable people to connect and share through mobile devices and personal computers. Their annual meeting is coming up on June 20, 2016.
ProxyDemocracy.org had collected the votes of three fund families when I checked. Vote AGAINST pay, pay committee, board; FOR all shareholder proposals. I voted with the Board’s recommendations 13% of the time. View Proxy Statement via iiWisdom. Continue Reading →
Cognizant Technology – Written Consent
Cognizant Technology Solutions Corporation (CTSH) provides information technology (IT), consulting, and business process services worldwide. Their annual meeting is coming up on June 15, 2016.
ProxyDemocracy.org had collected the votes of three fund families when I checked. Vote AGAINST pay, committee; FOR proposal to allow written consent. I voted with the Board’s recommendations 57% of the time. View Proxy Statement via iiWisdom. Continue Reading →
SciClone Pharmaceuticals – Proxy Access
SciClone Pharmaceuticals, Inc. (NASD:SCLN), whose product portfolio of therapies includes oncology, infectious diseases and cardiovascular disorders. Their annual meeting is coming up on June 9, 2016.
ProxyDemocracy.org had collected the votes of one fund family when I checked. Vote AGAINST pay, committee chair; FOR proxy access proposal. I voted with the Board’s recommendations 70% of the time. View Proxy Statement via iiWisdom. Continue Reading →
Caterpillar Inc: Proxy Score 50
Caterpillar Inc
Caterpillar Inc $CAT is a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. Their annual meeting is coming up on June 8, 2016.
ProxyDemocracy.org had collected the votes of two fund families when I checked. Vote AGAINST pay, committee, auditor; FOR all shareholder proposals – lobbying report, written consent, independent chairman. I voted with the Board’s recommendations 71% of the time. View Proxy Statement via iiWisdom. Continue Reading →
Tesla Motors Inc: Proxy Score 50
Tesla Motors Inc $TSLA, designs, develops, manufactures and sells electric vehicles and energy storage products. Their annual meeting is coming up on May 31, 2016. ProxyDemocracy.org had collected the votes of two fund families when I checked. Vote AGAINST compensation committee; FOR Reduce Supermajority. I voted with the Board’s recommendations 71% of the time. View Proxy Statement via iiWisdom. Continue Reading →
BlackRock Inc: Proxy Score 59
BlackRock Inc: Before You Vote Your Proxy
BlackRock Inc (NYSE:BLK) provides investment and risk management services to institutional and retail clients across the world. Its product offerings include single- and multi-asset class portfolios investing in equities, fixed income, alternatives and money market instruments..
Their annual meeting is coming up on May 25, 2016. ProxyDemocracy.org had collected the votes of three fund families when I checked. Vote AGAINST pay plan, compensation committee, director with poor attendance; FOR Proxy Access, Report on Proxy Voting and Executive Compensation. I voted with the Board’s recommendations 59% of the time. View Proxy Statement. Continue Reading →
Goldman Sachs: Proxy Vote 50
Lloyd Blankfein, combined Chair/CEO – smiling
The Goldman Sachs Group Inc (NYSE:GS, $GS) is a bank holding company and a financial holding company. The annual meeting of Goldman Sachs is coming up on May 20, 2016. ProxyDemocracy.org had collected the votes of two fund families when I checked. Vote AGAINST pay, compensation committee; FOR all shareholder proposals. I voted with the Board’s recommendations 50% of the time. View Proxy Statement.
Graphic from Bidness: Goldman Sachs Group Inc Lloyd Blankfein Heads the List of Top-Paid CEOs. See also SumOfUs campaign.
Nextera Energy: Proxy Score 50
NextEra Energy Inc (NYSE:NEE, $NEE) is an electric power company in North America with electric generating facilities located in over 30 states in the United States and approximately five provinces in Canada. Their annual meeting is coming up on May 19, 2016. ProxyDemocracy.org had collected the votes of one fund family when I checked. Vote AGAINST pay, compensation committee, stock plan; FOR all shareholder proposals, especially proxy access. I voted with the Board’s recommendations 50% of the time. View Proxy Statement. Continue Reading →
Proto Labs: Proxy Score 45
Proto Labs Inc (NYSE:PRLB, $PRLB) is an online manufacturer of custom parts for prototyping and short-run production. Their annual meeting is coming up on May 19, 2016. ProxyDemocracy.org had collected no votes when I checked. Vote AGAINST pay, stock plan, compensation committee members (Black, Gawlick, & Smith); Vote FOR my proxy access proposal. I voted with the Board’s recommendations 45% of the time. View Proxy Statement via iiWisdom. Continue Reading →
Governance and the Valeant Flea
Governance and the Valeant Flea: The Art of Not Living Dangerously
“You may well say, that’s a valiant flea that dare eat his breakfast on the lip of a lion.”
-William Shakespeare
Valeant: Cautionary Tale
There’s a good reason that no bestselling novels or blockbuster movies about corporate governance exist. It’s because doing corporate governance right is frankly boring. Figuring out which companies are well governed is not a beautiful or riveting process, but for investors it’s critical to make the effort. Why? Because identifying companies that are skating too near the edge may help preserve portfolio value. At Pax World, we experienced this first-hand when we eliminated the drug company Valeant (VRX) from our portfolios last fall. Continue Reading →
Hain Celestial Group: How I Voted – Proxy Score 64
Hain Celestial Group Inc (HAIN) manufactures, markets, distributes, and sells organic and natural products in the United States, the United Kingdom, Canada, and Europe. Hain Celestial is one of the stocks in my portfolio. Their annual meeting is on November 19, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked. I also checked CalSTRS, since their votes don’t seem to be posted at ProxyDemocracy.org and I voted with the Board’s
recommendations 64% of the time. View Proxy Statement. Continue Reading →
Symantec Corporation: How I Voted – Proxy Score 50
Symantec Corporation (SYMC) provides security, backup and availability solutions and is one of the stocks in my portfolio. Their annual meeting is on November 3, 2015. ProxyDemocracy.org had collected the votes of three funds when I checked and voted. I voted with the Board’s 
recommendations 50% of the time. View Proxy Statement.
Read Warnings below. What follows are my recommendations on how to vote the Procter & Gamble proxy in order to enhance corporate governance and long-term value. Continue Reading →
July 2010, 2005, 2000 in Corporate Governance History
I don’t think we’ve gone back in time all year… too busy with proxy season. Join us as Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago. Yes, many links are broken. The world and the internet move on… still, it is worth a few minutes to reflect on where we’ve been.
Five years ago in Corporate Governance
What Would Proxy Access Look Like if Done Right?
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. Continue Reading →
DaVita HealthCare Partners: Proxy Score 50
DaVita HealthCare Partners Inc (NYSE:DVA), one of the stocks in my portfolio, is a biopharmaceutical company focused on the development and commercialization of therapies to treat serious diseases for which there are limited treatment options. Their annual meeting is coming up on 6/16/2015. ProxyDemocracy.org had the vote of two funds when I checked and voted on 6/11/2015. I voted with the board 50% of the time and assigned DaVita HealthCare Partners a proxy score of 50. Continue Reading →