Tag Archives | Proxy Access Lite

Foiled Without Binding Proxy Access Proposals

Foiled Without Binding Proxy Access Proposals

Foiled Without Binding Proxy Access Proposals

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 latest plot to keep corporate governance a democratic-free zone without resorting to binding proxy access proposals. Continue Reading →

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‘Substantial Implementation’ Will Backfire

Substantial Implementation Will Backfire

‘Substantial Implementation’ Defense for Proxy Access Lite Under (i)(10) Will Backfire for Corporate Boards

Substantial implementation, that’s the deception companies have been arguing in order to obtain ‘no-action’ relief under SEC Rule 14a-8(i)(10) after implementing proxy access ‘lite.’ Law firms have been touting recent no-action letters released on February 12, with more in March  2016. It looks like a clear win for entrenched managers and directors for implementing only proxy access lite. In reality, such deception will cost companies more in legal fees and will reduce board discretion, since shareholders will increasingly file binding bylaw resolutions to obtain the same robust proxy access promised under vacated Rule 14a-8(i)(10). Continue Reading →

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iRobot Adopts Proxy Access: McRitchie Withdraws – Contest Looms

iRobot Adopts Proxy AccessiRobot adopts proxy access bylaws filed with SEC Form 8-K on March 9, 2016 (See Section 11). James McRitchie, publisher of Corporate Governance (CorpGov.net) conditioned withdrawal of his proposal for proxy access at iRobot (IRBT) on the amended bylaws, including several key elements meeting best practices as outlined by the Council of Institutional Investors.  Continue Reading →

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Proxy Access at Apple: Last Day to Vote

Proxy Access at AppleProxy Access at Apple (AAPL) will be one of the most important votes of the proxy season. Will shareholders settle for the board’s recently adopted “lite” version, akin to greenwashing, or will shareholders vote in favor of real proxy access? Boards, investors, and the corporate governance industrial complex are watching in anticipation.  Your opportunity to vote  on this important issue expires TODAY, February 25th at 8:59pm PST (11:59pm EST) if you are using ProxyVote.com.

80% of retail shares aren’t typically voted, so it is almost as if you’ll be voting for five. If you are like me, you may hold Apple ($AAPL) stock in more than one account. Be sure to vote them all. Do it today, unless you will attend the meeting tomorrow. Vote FOR #8, Adopt Proxy Access Right. Continue Reading →

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Avoiding Proxy Access Lite: Revised Template

CII - Proxy Access: Best PracticesLast week I uploaded a revised template for proxy access proposals (see Avoiding Proxy Access Lite: QUALCOMM Proposal) to address some of the problems identified by the Council of Institutional Investors in their August 5th report, Proxy Access: Best Practices. Thanks to the quick response from several readers, I have already made a few improvments. Please use the new language below if you want to keep up with my latest revised template. Of course, I always welcome additional suggestions for improvement from readers either through the comment function below or by email. I hope to see many of you at the ICGN/CII conference in Boston today. Continue Reading →

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Clorox Adopts Proxy Access Lite

cloroxIn response to a proxy access proposal I filed earlier this year, Clorox Co (NYSE:CLX), manufacturer and marketer of consumer and professional products, adopted proxy access (press release, amended bylaws). I am declaring another victory and withdrawing my proposal.

While I filed a standard proxy access proposal seeking the ability of shareholders with 3% of shares held for 3 years to be able to nominate up to 25% of the board, Clorox adopted bylaws allowing nominations only up to 20% and limiting nominating groups to 20, whereas my proposals had no such restrictions on the number of participants in nominating groups. Continue Reading →

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Proxy Access Lite: Victories at Whole Foods, H&R Block

Proxy Access Road Building (photo by Erik Johansson)

Proxy Access Road Building (photo by Erik Johansson)

In response to proxy access proposals filed this year, both Whole Foods Market (WFM) and H&R Block (HRB) have adopted proxy access. While I had filed standard proposals seeking the ability of shareholders with 3% of shares held for 3 years to be able to nominate up to 25% of the board, both companies adopted bylaws allowing nominations only up to 20% and limiting nominating groups to 20, whereas my proposals had no such restrictions on the number of participants in nominating groups. Continue Reading →

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