Tag Archives | proxy access

CLX: Vote Clorox Proxy Access

The Clorox Company, CLX, manufactures and markets consumer and professional products worldwide. It operates through four segments: Cleaning, Household, Lifestyle, and International. CLX opposes giving shareholders effective proxy access to enable us to place nominees on our company’s ballot. Shareholders have no right to act by written consent. It takes 25% of shareholders to call a special meeting and 80% to amend certain charter amendments. In short, shareholder rights are lacking. Without changes, CLX is likely to continue to lag the S&P 500, as it has done for the last one, two and five year time periods.

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CII: William Hinmam Interviewed

Keynote Interview: William Hinman of the SEC

William Hinman, Director of the SEC’s Division of Corporation Finance, was interviewed by CII Co-Chair Gregory Smith, Executive Director, Colorado Public Employees Retirement Association at #, I scribbled a few notes.

As you can well imagine for someone speaking from such a sensitive position, there were no bombshell announcements. However, it is certainly good to have a dialogue between CII members and the head of CorpFin. William Hinman did not disappoint. Continue Reading →

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Reeds, Inc Wants Democratic-Free Zone

Reeds, Inc fights to deepen its a democratic-free zone through dilutions to strengthen the grip of insiders and by opposing proxy access. They are headed for private control, while keeping the company public. Last year, the founder picked a new board. Is it really independent?

Reed’s, Inc (REED) develops, manufactures, markets, and sells natural non-alcoholic carbonated soft drinks in the United States and internationally. Reeds, Inc is one many stocks in my portfolio. ProxyDemocracy.org had collected no votes (company may be too small). Continue Reading →

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FedEx Fights Proxy Access, Lobbying Disclosure

FedEx Fights for a democratic-free zone @ 9/25/2017  annual meeting. Seeks to maintain fake proxy access; refuses to disclose lobbying payments; wants to continue to monitor say-on-pay vote to lobby those who vote against; wants to disrespect human rights where allowed by state laws.

FedEx Corporation provides transportation, e-commerce, and business services worldwide.  FedEx is one of many 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 September 25, 2017. Vote today. If you have already voted, and want to change your vote, you can. Your last vote will override the previous vote. More than 90% of retail shareholders don’t bother to vote, so think of yourself as voting for 10.

I voted FOR Proxy Access Amendments and all the other shareholder proposals. See how and why I voted other items below. I voted with the Board’s recommendations only 25% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Broadridge Amends Proxy Access: Allows 50

Broadridge Amends Proxy AccessHave you heard the news? Broadridge amends proxy access bylaws on July 6, 2017, to do the following:

  1. Increase the number of stockholders that can aggregate their shares to make a proxy access Board nomination from 20 to 50 stockholders,
  2. Eliminate a requirement to count individual funds within a mutual fund family as separate shareholders for purposes of satisfying the minimum ownership requirements to make a proxy access nomination, and
  3. Eliminate a requirement that a previously nominated proxy access nominee achieve a specified level of shareholder approval in order to be eligible for re-nomination.

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MBII Annual Meeting Gone Missing

MBII, Marrone Bio Innovations, Inc., was added to the Russell Microcap Index after the market closed on June 23, 2017. Hopefully, that will provide some needed stability to this volatile stock, so it is great news. However, corporate governance concerns remain. For example, when will our company hold the 2017 annual meeting?

MBII Has Plenty of Positives

According to Dr. Pamela Marrone, Founder and CEO of Marrone Bio Innovations,

We are very pleased to have joined the Russell Microcap Index. This is an important milestone for Marrone Bio Innovations and represents an opportunity to increase our visibility within the public market investment community.

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Kite Pharma Proxy Voting Guide

Kite PharmaKite Pharma, Inc. (KITE), a clinical-stage biopharmaceutical company, focuses on the development and commercialization of novel cancer immunotherapy products. Kite is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of no fund families when I checked and voted. Their annual meeting is coming up on June 20th, 2017.

I voted FOR Proposal #3 to Declassify the Board. See how and why I voted other items below. 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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Genomic Health Proxy Voting Guide

Genomic Health proxy 2017Genomic Health Proxy Voting Guide by CorpGov.net. Genomic Health (GHDX), a healthcare company, provides actionable genomic information to personalize cancer treatment decisions in the United States and internationally. It develops and commercializes genomic-based clinical laboratory services that analyze the underlying biology of cancer, allowing physicians and patients to make individualized treatment decisions.  Genomic Health is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of no fund family when I checked and voted. Their annual meeting is coming up on June 15, 2017.

I voted FOR #5 proxy access, proposed by me. See how and why I voted this and other items below. I voted with the Board’s recommendations 62% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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Columbia Sportswear Proxy Voting Guide

Columbia Sportswear (COLM) designs, sources, markets, and distributes outdoor and active lifestyle apparel, footwear, accessories, and equipment in the United States, Latin America, the Asia Pacific, Europe, the Middle East, Africa, and Canada.

Columbia Sportswear Proxy Voting Guide

3 PM Pacific June 13, 2017, 14229 NW Science Park Dr., Portland

Columbia Sportswear is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of one fund family when I checked and voted. Their annual meeting is coming up on June 13, 2017.

I voted FOR a shareholder right to Proxy Access. See how and why I voted other items below. I voted with the Board’s recommendations 50% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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SciClone Pharmaceuticals Proxy Voting Guide

SciClone Pharmaceuticals Proxy Voting Guide by CorpGov.net. SciClone Pharmaceuticals, Inc. (SCLN), a specialty pharmaceutical company, provides therapies for oncology, infectious diseases, and cardiovascular disorders in the People’s Republic of China, the United States. SciClone Pharmaceuticals is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of no fund families when I checked and voted. Their annual meeting is coming up on June 8, 2017.SciClone Pharmaceuticals

SciClone PharmaceuticalsI voted FOR #5 proxy access, proposed by me, James McRitchie. See how and why I voted this and other items below. I voted with the Board’s recommendations 80% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A).

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Williams-Sonoma Proxy Voting Guide

Williams-Sonoma 2017 proxyWilliams-Sonoma Proxy Voting Guide by CorpGov.net. Williams-Sonoma, Inc. (WSM) operates as a multi-channel specialty retailer of various products for home.  Williams-Sonoma  is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of one fund family when I checked and voted. Their annual meeting is coming up on May 31, 2017.

I voted AGAINST #5 lite proxy access, FOR #6 real proxy access, proposed by me. See how and why I voted other items below. I voted with the Board’s recommendations 57% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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3M Proxy Voting Guide

3M Proxy Voting Guide from CorpGov3M 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 →

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Kansas City Southern Proxy Voting Guide – KSU

Kansas City Southern Proxy Voting GuideKansas 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 →

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Kelloggs Proxy Voting Guide

kelloggsKelloggs 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 →

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AT&T Proxy Analysis

AT&TAT&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 →

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NCR: Proxy Access & Pay Issues

NCRNCR 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 →

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International Business Machines Corporation Proxy

International Business Machines Corporation (NYSE: IBM) provides information technology (IT) products and services worldwide.  IBM 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 April 25, 2017. I voted FOR Proxy Access, Special Meeting amendments and report on lobbying. See how and why I voted these and other items below. I voted with the Board’s recommendations 42% of the time. View Proxy Statement (index on page 4). Continue Reading →

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Starbucks (SBUX): Vote Proxy Access

Starbucks Corporation (NASD: SBUX), together with its subsidiaries, operates as a roaster, marketer, and retailer of specialty coffee worldwide. SBUX is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votImage result for starbuckses of four fund families when I checked and voted. Their annual meeting is coming up on March 22, 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 via iiWisdom.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Walt Disney Company: Proxy Score 25

Walt Disney Company

Walt Disney Company: before you vote your proxy

The Walt Disney Company (NYSE:DIS), together with its subsidiaries, operates as an entertainment company worldwide.

The Walt Disney Company 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 March 8, 2017.

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations only 25% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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Qualcomm (QCOM) Proxy Access: Proxy Score 57

QCOMQUALCOMM Incorporated (NASD:QCOM) develops, designs, manufactures, and markets digital communications products and services in China, South Korea, Taiwan, the United States, and internationally.

QCOM is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two funds when I checked and voted. Their annual meeting is coming up on March 7th, 2017.  

I voted AGAINST pay, comp committee members, auditor. FOR Proxy Access Amendments. See why below. I voted with the Board’s recommendations 57% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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Apple (AAPL) Proxy Access: Proxy Score 44

AAPL logoApple Inc. (NASD:AAPL) designs, manufactures, and markets mobile communication and media devices, personal computers, and portable digital music players to consumers, small and mid-sized businesses, and education, enterprise, and government customers worldwide.

AAPL is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two funds when I checked and voted. Their annual meeting is coming up on February 28th, 2017.  

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 44% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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Whole Foods Proxy Access: Proxy Score 82

Whole Foods Proxy Access - Give Us the Key

Whole Foods Proxy Access – Give Us the Key (cartoon from Pensions & Investments)

Whole Foods Proxy Access, we have another chance to vote to make proxy access real before the annual meeting on February 17.

Whole Foods Market, Inc. (NASD:WFM) is a retailer of natural and organic foods and is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of four funds when I checked and voted.  Whole Foods Market (WFM)

I voted FOR Whole Foods Proxy Access and the report on Food Waste; AGAINST director Jonathan Sokoloff because of his poor attendance record. I voted with the Board’s recommendations 82% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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Directors Forum 2017 & Trump – Part 1

Linda Sweeney - Eec Director - Directors Forum 2016

Linda Sweeney – Exec Director – Directors Forum 2016

Directors Forum 2017 in San Diego was billed as Directors, Management, & Shareholders in Dialogue. Sure, all well and good, but I went there also hoping to learn more about President Donald J. Trump. He is the subject of a huge portion of tweets, Facebook posts and much of the news, so I expected Trump to also be the center of attention at Directors Forum 2017.

Directors Forum 2017 - iJoan B. Kroc Institute for Peace Justice

Directors Forum 2017 – Joan B. Kroc Institute for Peace Justice

I know what those in my immediate circles in Sacramento are saying. Clinton got 58% of the vote to Trump’s 34%. My news silos are much the same. At Directors Forum 2017 were directors and managers from companies, large and medium (the focus is rarely on small companies, although the Forum does better than most). Investors representing trillions of dollars in assets were in the room and on stage. What was the speculation on Trump and his impact on what we do? Continue Reading →

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Walgreens Boots Alliance, Inc.: Proxy Score 33

Image result for walgreens boots alliance wbaWalgreens Boots Alliance, Inc. (WBA) operates as a pharmacy-led health and wellbeing company. It operates through three segments: Retail Pharmacy USA, Retail Pharmacy International, and Pharmaceutical Wholesale.

Their annual meeting is coming up on January 26th, 2017. ProxyDemocracy.org had collected the votes of 3 fund families when I checked. I voted FOR proxy access and a report on sustainability and pay practices; AGAINST pay, compensation committee, auditor and financial expert. I voted with the Board’s recommendations 33% of the time. View Proxy Statement. See 1/25/2017 update. Continue Reading →

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First Proxy Access Failed: What Needs Fixed?

First Proxy Access -Cartoon from Pensions & Investments

First Proxy Access – Cartoon from Pensions & Investments

As most readers probably know, the first proxy access campaign was terminated by GAMCO Asset Management Inc. (affiliated with activist investor Mario Gabelli) after their eligibility under National Fuel Gas Company (“NFG”) bylaws was challenged. Since I petitioned for an SEC rulemaking to allow proxy access in 2002 and have been an active filer on the topic, several in the press asked if this is the end. Not by any measure.

GAMCO has indeed had a history of clearly trying to “influence” NFG. I haven’t researched enough to make an independent judgment as to whether or not such prior activities rise to the level of an “intent to change or influence control of the Corporation.” (my emphasis). However, NFG certainly had grounds to seek dismissal. Continue Reading →

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United Natural Foods Inc: Proxy Score 55

United Natural Foods IncUnited Natural Foods Inc (UNFI) is a distributor and retailer of natural, organic and specialty products. The Wholesale segment is engaged in the national distribution of natural, organic and specialty foods, produce and related products in the United States and Canada. The Other segment includes a retail division, which engages in the sale of natural foods and related products to the general public through retail storefronts on the east coast of the United States; a manufacturing division, which engages in importing, roasting and packaging of nuts, seeds, dried fruit and snack items, and its branded product lines. Its operations consist of three operating divisions: Wholesale Division, Retail Division, and Manufacturing and Branded Products divisions. The Company offers 100,000 natural, organic and specialty foods, and non-food products, consisting of national, regional and private-label brands.

Their annual meeting is coming up on December 15, 2016. Can’t make it to Providence, RI? Attend virtually, using the dedicated 16-digit access proxy control number included in your proxy materials.  ProxyDemocracy.org had collected the votes of 1 fund families when I checked. I voted FOR proxy access; AGAINST pay and compensation committee. I voted with the Board’s recommendations 55% of the time. View Proxy Statement. Continue Reading →

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Microsoft (MSFT): Proxy Score 56

MSFTMicrosoft Corporation (MSFT), operates a technology company, develops, licenses, and supports software products, services, and devices worldwide.

MSFT’s annual meeting is coming up on November 30, 2016. ProxyDemocracy.org had collected the votes of 3 fund families when I checked. Vote AGAINST pay, pay committee, stock plan. Vote FOR all other proxy items, especially my proposed amendments to proxy access to increase the ability of shareholders to group together to nominate directors.  I voted with the Board’s recommendations 56% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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Reed’s Inc: Proxy Score 55

Reeds IncReed’s Inc. (REED), develops, manufactures, markets and sells fantastic natural non-alcoholic carbonated soft drinks and other confectionaries, such as Reed’s Ginger Brews; Virgil’s Root Beer, Cream Sodas, Dr. Better and Real Cola, including ZERO diet sodas; Culture Club Kombucha; China Colas; Reed’s Ginger candy and ice creams, and Sonoma Sparkler and other juice based products.

Their annual meeting is coming up on November 29, 2016. Unfortunately, the company is too small for ProxyDemocracy.org to follow, so no help there. However, I have been heavily involved with the Committee to Rescue Reed’s, so am intimately familiar with many of the issues. Vote FOR proxy access, split chair/CEO, forcing zombie directors to resign, all new board nominees and pay. Vote AGAINST Christopher J. Reed,  Auditor, and Repricing options. I voted with the Board’s recommendations 55% of the time. View Proxy Statement; again, the company to small to pull up proxy via iiWisdom. Continue Reading →

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GAMCO Invokes Proxy Access at National Fuel Gas

GAMCOGAMCO First to Invoke Proxy Access

On November 9, 2016, GAMCO Asset Management Inc. (“GAMCO”) and certain affiliates, delivered a letter to the Issuer (the “Nomination Letter”) nominating Mr. Lance A. Bakrow (the “Nominee”) for election to the Issuer’s Board of Directors (the “Board”) at the Issuer’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). As far as I know, this is the first use of a proxy access bylaw.

GAMCO’s nomination is pursuant to Article IA of the Issuer’s Bylaws, which is a recently-adopted proxy access provision which is intended to provide stockholders with greater access to put forward nominations of individuals for director on the Issuer’s proxy card.  GAMCO believes its Nominee’s skill sets and highly relevant business and financial experience, as evidenced by his bio included in the 13D/A filing, will be extremely valuable to the Issuer and GAMCO is confident that its Nominee will have an immediate positive impact on the Board. Continue Reading →

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