Tag Archives | proxy access

Working-Class Shareholder: Review Essay

The Rise of the Working-Class Shareholder: Labor’s Last Best Weapon by David Webber is sure to get readers thinking (purchase).

For far too long, labor and its progressive sympathizers have sought to transform the market from outside the market: from courts, from legislatures, from regulators, from street protests, from strikes. These tools are important. But ultimately, it is not possible to transform the market from the outside. It must be transformed from within. (xiv)

Those sentences, early in the book, had me hooked. As a sociologist, I have long recognized corporations as the most powerful force in American life. I have tried to influence corporations through legislation, regulations, boycotts and protests. My most fruitful results have been from “inside,” as a shareholder advocate. While I am not sure more democratic corporate governance is labor’s ‘last’ or even its ‘best’ weapon, it is certainly an underutilized tool.

Thomas Piketty found investment income accelerates at a faster pace than wages. To address that issue, we need many more participants in capitalism (A Nation of Small Shareholders: Review Essay).  Second, we need to bring our full values to investing and be concerned with wealth inequality, climate change, diversity, etc. Investing must become social investing. We need to anticipate how our investments, including how we monitor and shape those investments as owners, impacts society and the environment. Helping more people investors and heightening their awareness of environmental, social and governance (ESG) issues is necessary, if we are to create a salubrious economy.

The Rise of the Working-Class Shareholder argues funds are not legally required “to ignore the overall economic impact of a fund’s investment on workers in the name of maximizing returns.” (36) Trustees should “consider workers’ economic interests beyond just maximizing the returns to the fund.” (37) “Trustees should broaden their economic perspective beyond blindly maximizing returns that can undermine their own workers’ economic interests in their investments.” (39) A more holistic view of workers’ economic interests can actually lead to higher returns, as many have shown.

I would go further. We need a more radical departure from what is typically defined as fiduciary duty. The prudent man standard of ERISA (Employee Retirement Income Security Act of 1974) is a “lemmings rule” because it requires fiduciaries to act like other fiduciaries. If most fiduciaries are investing in something that is highly profitable but will soon make earth uninhabitable, many believe the prudent man standard dictates all trustees must follow. Yet, even lemmings are not that dumb. Mass suicide was not nature but a Disney invention. Fiduciaries should focus on long-term sustainable growth.

In 1994 the 3rd Restatement of Trust Law drafted by the National Conference of Commissioners on Uniform State Laws set out a list of usual considerations for meeting the Standard of Care, such as economic conditions, tax consequences, expected total return, needs for liquidity, etc. One interesting consideration that needs more attention was the following:

an asset’s special relationship or special value, if any, to the purposes of the trust or to one or more of the beneficiaries.

What “special value” does any specific investment have to one or more of the beneficiaries? Yes, fiduciaries must pay close attention to the money but they should also consider other potential benefits that beneficiaries are known to value, such as clean air, clean water, affordable housing, a healthy planet and economy, etc.

When Norway required public boards to have 40% or more of each gender the initiative was not justified on the basis of expected higher returns because of more diverse boards. The focus was on societal needs for justice, democracy, participation, equality and human rights. Fiduciaries in America need to push the envelope. We are not Homo Economicus.

Webber’s The Rise of the Working-Class Shareholder is full of interesting bits of recent history, such as campaigns by CaPERS, AFSCME, NYC, SEIU, AFL-CIO and other union-related funds. That is the bulk of the book, with many lessons learned by labor leaders. Readers can learn much from the book on what works and what does not. The discussion of hedge funds may be particularly instructive to many, as will the discussion of the ugly push for conversion of defined benefit plans to defined contribution plans. (See Making Corporate Governance Decisions that Work for Whom? under the heading “CalPERS Under Attack.”)

The Rise of the Working-Class Shareholder: A Quibble

The Rise of the Working-Class Shareholder asserts, “in many respects, the D.C. Circuit’s overreaching opinion had the perverse effect of strengthening proxy access rights” (74) because shareholders have won such rights in the marketplace. However, although proxy access rights have become the norm at most companies in the S&P 500, those rights have not filtered down to most mid- and small-cap companies where boards tend to be less independent and shareholder rights more fragile.

Additionally, most proxy access bylaw provisions limit access to groups of twenty shareholders or less. The Council of Institutional Investors (CII) found that limitation prohibitive for their members… and those members hold more than $3 trillion in assets. The only funds that can use proxy access, in most cases, are huge funds like BlackRock, Vanguard, Fidelity, UBS and State Street, with assets of over $20 trillion.  BlackRock, Vanguard, and State Street alone constitute the largest shareholder in at least 88% of S&P 500 firms. These funds have never filed a shareholder proposal. They are unlikely to invoke proxy access. Doing so takes more effort and these funds compete on the basis of low costs. Proxy access has never been used. That is likely to remain so for the foreseeable future.

I am not against proxy access. CII credited my petition to the SEC for re-energizing the debate over proxy access. (See Equal Access – What Is It?) I have also filed dozens of proxy access proposals. However, “industry standard” proxy access bylaws provide a pale set of rights on comparison to those rule struck down by the court.  The SEC rules had no cap on the number of participants, allowed a higher proportion of boards to be renominated, did not contain a minimal threshold for renomination, etc. The Court’s decision in no way “had the perverse effect of strengthening proxy access rights”

The Rise of the Working-Class Shareholder: Conclusion

Weber has recommendations scattered throughout the book but concludes with the following (highly abbreviated below):

  1. Protect centrally managed defined-benefit pension plans. There is strength and intelligence in numbers.
  2. Dump investment managers who do not follow labor’s priorities. Our money should fight for our values, not against them.
  3. Continue to invest in shareholder activism. It works.
  4. Support “Secure Choice Pensions” to broaden the base.
  5. Explore “exit” as a meaningful strategy, especially where shareholder voice is limited. I prefer to frame this not as “exit” but as reducing the number of companies held to induce more in-depth monitoring. The State of Wisconsin Investment Board did this successfully for a time in the last century.

These are excellent recommendations, part of the reason The Rise of the Working-Class Shareholder is getting justified attention. As Webber goes around the country on speaking tours,  he is soliciting additional suggestions from working-class people. In that spirit, I suggest the following:

  1. Labor’s pension funds should combine forces with consumer actions, such as those sponsored by Sum of Us, Change.org, U.S. PIRG, FACT, Consumer Federation of America, Care2.com, etc.
  2. Labor activists should pressure their pensions and 401(k) funds to announce proxy votes in advance to influence other shareholders. (See examples at ProxyDemocracy.org and more about the problem at Savings Plus: Transparent Proxy Voting Needed.)
  3. Evaluate and publicize the voting records of all funds. (Fund Votes)
  4. Ask funds to survey members/investors to determine shared values beyond short-term economic return.
  5. Support a small securities transactions tax to decrease speculative turnover and market timing, while funding efforts to narrow the wealth gap.
  6. Engage in a dialog on Reviving the Forgotten American Dream through universal ownership of corporate assets.

Shareholders, acting as shareowners, should be able to demand that corporate directors and fund managers represent their interests as full human beings, not simply as imaginary rent-seeking robots. If that ever happens, future shareholders might spend as much time on corporate governance as they do now on market timing and stock picking.

When that day comes – if that day comes – we will we transform the corporation’s pathological pursuit of profit and power, as pictured in its most vivid form perhaps by Joel Bakan, into fully developed mediating structures that help individuals make our world both more productive but also more salubrious. The rise of working-class shareholders will be central to the success of such efforts. (purchase)

The Rise of the Working-Class Shareholder: Other Resources

   

Continue Reading · 0

Netflix Approach to Governance: One-Sided

Netflix Approach to Governance: Genuine Transparency with the Board (download) by David F. Larcker and Brian Tayan takes a look at one aspect of corporate governance at Netflix and finds “a radically different approach to information sharing” by management with the Board. Shareholders are largely left out of the equation.

Netflix Approach to Governance: Management

Netflix Approach to Governance has the appearance of a balanced look at how management shares information with the Board. There is no suggestion the approach can be widely copied. Says Larker,

I think it would be hard to put this type of system in place at older and more mature organizations. Innovative organizations that want and need the insights from board members can clearly adapt this type of approach. You need a CEO who wants a high level of discussion about strategy, etc., and is open to alternative points of view.

Transparency works at Netflix, at least in part, because CEO Reed Hastings understands board members would not have the confidence to make tough calls unless they have a better understanding of the company.

Transparency is hard to argue against, unless it leads to directors leaking information that reaches competitors. Larcker and Tayan interviewed CEO Reed Hastings and most of the board members. They describe two key features of what they appear to believe is remmanagement transparency.

Board members attend monthly and quarterly senior management meetings as observers. Communications to the board take the shape of approximately 30-page memos that are heavy on analysis and contain links to all relevant data on the company’s internal computer systems. (Another Netflix Disruption: A Transparent Board)

More frequent meetings with senior staff and more information allows Netflix directors to work more effectively, since they are better able to assess strategic developments. It is hard to tell what impact transparency is having on the company but,

Netflix has been enormously successful over the last five years. Revenues have nearly tripled, increasing to $11.69 billion from $4.4 billion at the end of 2013, while the market cap soared to $133 billion from $4.4 billion.

Directors like the approach.

The overall tone Reed has set, really from early days, is around transparency. … There is no editorializing. There’s no censorship.

It’s just a deep desire to hear rational, well-argued pros and cons of any decision.

No censorship and frank discussions between management and board; if other companies are not operating that way, why not? Equally important, why does that approach not carry through to the relationship between shareholders and the board?

Netflix Approach to Governance: Shareholders

Their research, part of the informative Stanford Closer Look Series, begins with the following sentence:

The hallmark of good corporate governance is an independent-minded board of directors to oversee management and represent the interests of shareholders.

The only other significant reference to shareholders comes later in the following sentence:

While fiduciary rules allow directors to rely exclusively on information provided by management, dynamics such as these can reduce the quality of that information and impair their ability to make good decisions on behalf of shareholders.

Even through the law allows directors to rely on what the CEO and other senior executives tell them, directors make better decisions when the company is more transparent – when they can observe meetings further down the chain and have more direct access to company relevant data. Yet, the Netflix approach to governance appears one-sided. Transparency and dialogue are missing when it comes to management and shareholders.

As I pointed out in a recent post, Netflix has repeatedly ignored shareholder votes. (Will Netflix Ignore Stockholders Again?) While proxy proposals are generally precatory, most companies implement those receiving a majority vote and often those that do not. The Netflix approach to governance appears to ignore proxy votes whenever legally possible.

  • In 2014 a majority voted to declassify the board and to require a majority vote to elect directors.
  • In 2015 similar proposals were voted and won.  A majority of shareholders also voted against director Barton, who, although he lost, was up for reelection this year.
  • In 2016 a majority of shares were voted in favor of proxy access, reducing supermajority vote requirements, and declassifying the board.
  • In 2017 a majority of shares were voted in favor of proxy access, to declassify the board, to require a majority vote for electing directors and to eliminate all supermajority voting requirements. As far as I know, none of those proposals were implemented by the Board.
  • In 2018 a majority of shares were voted in favor of the following:
    • Reduce Ownership Threshold for Shareholders to Call Special Meeting (57%)
    • Adopt Proxy Access Right (58%)
    • Provide Right to Act by Written Consent (52%)
    • Adopt Simple Majority Vote (85%)
    • Amend Bylaws (72%) This was a binding proposal to require directors in uncontested elections to be elected by a majority of shares voted

Given the Netflix approach to governance with regard to shareholders, I expect the only proposal that will be adopted from this year is the binding proposal to require a majority vote in uncontested directors elections. The vote in favor surpassed the bylaw requirement of a two-thirds threshold.

Although I do not question the scholarship of Larcker and Tayan, their discussion of the Netflix approach to governance would benefit from an examination of shareholder relations with the board. We hope that is on their agenda for a closer look

Netflix Approach to Governance: Other Views

   

Continue Reading · 2

Biogen 2018 Proxy Voting Recommendations

The Biogen 2018 annual meeting is June 12. I voted AGAINST several directors and the pay package. Vote FOR the auditor and both shareholder proposals to enhance value.

Biogen Inc. (BIIB) discovers, develops, manufactures, and delivers therapies for the treatment of neurological and neurodegenerative diseases worldwide. 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 am voting 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, go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts.

I voted with the Board’s recommendations 57% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Tesla Proxy Access: Item 4 Presentation

Tesla Proxy Access, item #4

Tesla shareholders meet Tuesday, June 5, 2018, at 2:30 p.m. Pacific Time, at the Computer History Museum located at 1401 N. Shoreline Blvd., Mountain View, CA 94043.   In the interest of more accurate press coverage of Tesla Proxy Access, item #4, I (James McRitchie) am posting the text of my draft presentation on Tesla Proxy Access in advance. Continue Reading →

Continue Reading ·

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 →

Continue Reading ·

Netflix 2018 Proxy: Shareholders Still Pushing Basic Rights

Netflix 2018 annual meeting is June 6, 2018. Vote FOR all of the shareholder proposals to enhance long-term value. The Board keeps ignoring our votes. We need to keep reminding them we want the normal shareholders rights.

Netflix (NFLX), an Internet television network, engages in the Internet delivery of television (TV) shows and movies on various Internet-connected screens. Most shareholders do not vote because reading through 70+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting 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 don’t 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.

I voted with the Board’s recommendations 25% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Genomic Health 2018: Will Baker Bros Vote Proxy Access?

Genomic Health 2018 annual meeting is June 6. Will 40% owner Baker Brothers Advisors LP allow proxy access? Genomic Health (GHDX) provides actionable genomic information to personalize cancer treatment decisions worldwide. If Baker Brothers eventually hopes to sell its shares into the market, they would do well to vote for proxy access. Other shareholders will pay a premium for shares of a company with proxy access and other corporate governance provisions that enhance board accountability.

Most shareholders do not vote because reading through 20+ pages of the proxy is not worth the time for the small difference your vote will make, especially when one shareholder has such control. Below, I tell you how I am voting 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 don’t 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.

I voted with the Board’s recommendations 25% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Tesla 2018 Proxy Decisions Crucial

Tesla 2018 annual meeting is June 5, 2018. Tesla, Inc. (TSLA) designs, develops, manufactures, and sells electric vehicles, and energy generation and storage systems in the United States and internationally. If Tesla is to survive and thrive, it needs a more independent board. The vote of shareholders will be crucial in deciding Tesla’s future.

Most shareholders do not vote because reading through 50+ pages of the proxy is not worth the time for the small difference their vote will make. I have done the work for you.

Below, I tell you how I am voting 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 don’t want to take the time to read most of the post), go immediately to see how I voted my ballot. Voting will take you only a minute or two. Every vote does count. I voted against the Board’s recommendations 100% of the time on the Tesla 2018 proxy. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

PayPal Holdings Proxy Recommendations

PayPal Holdings (PYPL), operates as a technology platform company that enables digital and mobile payments on behalf of consumers and merchants worldwide. Its payment solutions include PayPal, PayPal Credit, Braintree, Venmo, Xoom, and Paydiant products.

Most shareholders do not vote because reading through 100+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting 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 don’t 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 coming up on May 23, 2018. I voted with the Board’s recommendations 44% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

United-Guardian Proxy Rule Violation

United-Guardian (UG), United-Guardian, Inc. manufactures and markets cosmetic ingredients, personal care products, pharmaceuticals, medical lubricants, healthcare products, and specialty industrial products in the United States and internationally. Most shareholders do not vote because reading through the proxy is not worth the time for the small difference your vote will make, although this one is only 16 pages Below, I tell you how I voted and why. The annual meeting is coming up on May 16, 2018. I voted with the Board’s recommendations 0% of the time, since our Company flagrantly violated regulations. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Goldman Sachs Proxy Voting Guide

Goldman Sachs (GS) operates as an investment banking, securities, and investment management company worldwide. Most shareholders do not vote because reading through 100+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how voted and why. If you have read these posts related to my portfolio for the last 22 years and trust my judgment (or you don’t 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 coming up on May 2, 2018. I voted with the Board’s recommendations 37% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

First Hawaiian Proxy Voting Recommendation

First Hawaiian, Inc. (FHB) operates as a bank holding company for First Hawaiian Bank that provides a range of banking services to consumer and commercial customers in the United States. Although First Hawaiian is controlled by BNP Paribas (“BNPP”), it is still worth it for non-controlling shareholders to vote and express our wishes because of the influence that can have. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read these posts related to my portfolio for the last 22 years and trust my judgment (or you don’t 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 coming up on April 25th, 2018. I voted with the Board’s recommendations 47% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). If you attend the meeting and read this post, please introduce yourself to me at the meeting.  Continue Reading →

Continue Reading ·

Starbucks Corp Proxy Voting Recommendation

Starbucks Corp (SBUX), operates as a roaster, marketer, and retailer of specialty coffee worldwide. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read these posts related to my portfolio for the last 22 years and trust my judgment (or you don’t 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 coming up on March 21, 2018. I voted with the Board’s recommendations 35% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Disney Proxy Vote Recommendations

The Walt Disney Company (DIS), operates as an entertainment company worldwide. Most shareholders don’t vote because reading through 74 pages of the proxy AND many more pages of appendices is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read these posts related to my portfolio for the last 22 years and trust my judgment (or you don’t 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 coming up on March 8, 2018. 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 →

Continue Reading ·

Apple: CorpGov.net Proxy Vote

Apple Inc. (AAPL) designs, manufactures, and markets mobile communication and media devices, and personal computers to consumers, and small and mid-sized businesses; and education, enterprise, and government customers worldwide. The company also sells related software, services, accessories, networking solutions, and third-party digital content and applications.

The annual meeting is coming up on February 13, 2018 at the new Apple Park. I voted with the Board’s recommendations 69% of the time. I voted against the pay package. I voted for proxy access amendments and for a human rights committee. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Marrone Bio’s Problematic Behavior

I will not bother taking Marrone Bio Innovations (MBII) to court. The company is young and inexperienced in dealing with SEC rules and shareholder advocates, such as myself. However, I cannot give them a complete pass. Below is a draft of my remarks to be delivered to those attending the January 31 Annual Meeting. Today is the last day to vote online. Please see Marrone Bio Innovations, Inc: Proxy Vote for my recommendations. Continue Reading →

Continue Reading ·

Marrone Bio Innovations, Inc.: Proxy Vote

Marrone Bio Innovations, Inc. provides bio-based pest management and plant health products primarily for agricultural and water markets in the United States and internationally. Without changes, Marrone Bio is likely to continue to lag the Nasdaq, as it has done for the last one, two and five year time periods. While the Nasdaq has gone up over 100% in the last five years, Marrone Bio has gone down over 90%. Proxy access could make our board more directly accountable to shareholders.

The annual meeting that was supposed to be held in 2017 is set for January 31, 2018 in Davis, California. There is very little data available though my usual sources because Marrone Bio is such a small company. I voted with the Board’s recommendations 67% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

Continue Reading ·

Walgreens Boots Alliance: Proxy Vote

Walgreens Boots Alliance (WBA), operates as a pharmacy-led health and wellbeing company. It operates through three segments: Retail Pharmacy USA, Retail Pharmacy International, and Pharmaceutical Wholesale. Walgreens opposes giving shareholders more effective proxy access to enable us to place nominees on our company’s ballot. Additionally, Walgreens opposes lowering the threshold to enable shareholders to call a special meeting. In short, shareholder rights are lacking. Without changes, Walgreens is likely to continue to lag the Nasdaq, as it has done for the last one and two year time periods.

The annual meeting is coming up on January 17, 2018. 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 →

Continue Reading ·

NTRS Resolution: Victory or Defeat?

The Northern Trust Corporation (NTRS) is moving toward more democratic governance, thanks to a proxy access proposal submitted on my behalf by John Chevedden in November. Since I own no where near 1% of NTRS (market cap $23B), we would have been denied the right to file the proposal if the Chamber of Commerce, Business Roundtable and others had their way.

On December 12th, in response to the proposal, the Board of NTRS amended its bylaws to provide for proxy access. From the 8-K: Continue Reading →

Continue Reading ·

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.

Continue Reading →

Continue Reading ·

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 →

Continue Reading ·

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 →

Continue Reading ·

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 →

Continue Reading ·

Powered by WordPress. Designed by WooThemes