Tag Archives | proxy access

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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No-Action Requests & the Business Roundtable

Most Popular Topics of No-Action Requests for 2016

Most Popular Topics of No-Action Requests

Yesterday, several reporters asked me to comment on no-action requests and the SEC’s denial to Apple, as well as the Business Roundtable’s fanciful notions regarding the need for reform of the proxy proposal process. I am reluctant to give the Business Roundtable’s proposal, Modernizing the Shareholder Proposal Processany more ink but will just touch on one of their issues here as I explain the Apple decision. 

No-Action Requests: Apple and Proxy Access Lite

The SEC has consistently denied no-action requests to companies where the proponent asks for modifications to bylaws when the companies have made no modifications in the direction requested. See H&R Block and Microsoft as prior examples. Apple is no exception. This is nothing new. Continue Reading →

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HRB H&R Block: How I Voted – Proxy Score 57

HRB Never Settle

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 →

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Cam C. Hoang: Proxy Access

Cam C. Hoang

Cam C. Hoang

Cam C. Hoang, a Partner at Dorsey & Whitney LLP, warns that Staff denial of H&R Block Inc.’s request to exclude my proxy access proposal “discourages thoughtful, comprehensive discussions at the outset, since proponents may revisit the issues in subsequent years.” (SEC Denial of H&R Block’s Request to Exclude Proxy Access ProposalThe Harvard Law School Forum on Corporate Governance and Financial Regulation)

In the interest of “thoughtful discussions” on proxy access, I offer some additional points on  Ms. Hoang’s post that I hope will be helpful to companies and shareholders alike. I’ll try to address them in the order Hoang raised them. Yes, I’ll be repeating her name frequently below, mostly so I can easily go back and find this post in the future, since I have so many posts on the basic subject of proxy access. Continue Reading →

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Reeds Inc: Proposals Due Monday – Update

Chris Reed of Reeds Inc: What Happened to Culture Club Kombucha?

Chris Reed of Reeds Inc: What Happened to Culture Club Kombucha?

Update 7/12/2016: Reeds Inc received two faxed proposals from two shareholders before the deadline for submissions. It looks like shareholders will get to vote on both proxy access and creating an independent chairman. Maybe shareholders can help to turn our company around. Institutional investors only hold about 14% of Reeds Inc and insiders hold 26%, so retail shareholders will need to do the heavy lifting. We’d better get in shape. Hope springs eternal; stock up over 6% for the day.

Reeds Inc doesn’t have their annual meeting until December but proxy proposals are due Monday. I’m submitted a proposal on proxy access but almost submitted a proposal to split the chair and CEO positions. Reeds Inc really needs both. I’m hoping another shareholder will submit a proposal to split the chair and CEO positions. If you own shares in Reeds Inc but aren’t sure how to file a proposal, check out our Shareowner Action Handbook. Still can’t figure it out how to submit a proposal or want some help? Please get in touch. I would be happy to help.

In preparation for December’s annual meeting, I’ll be building more arguments about why change is needed at Reeds Inc but the following are a few thoughts off the top of my head. Continue Reading →

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Medivation Inc – Vote Proxy Access

Medication IncMedivation 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 →

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SciClone Pharmaceuticals – Proxy Access

SciClone PharmaceuticalsSciClone 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 →

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Genomic Health Inc – Vote Proxy Access

Genomic Health IncGenomic Health Inc GHDX $GHDX, a healthcare company, provides actionable genomic information to personalize cancer treatment decisions in the United States and internationally. 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, compensation committee, stock plan; FOR proxy access. I voted with the Board’s recommendations 45% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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Netflix Inc: Proxy Score 0

Netflix Inc

Netflix Inc

Netflix Inc $NFLX., one of the stocks in my portfolio, an Internet television network, which engages in the Internet delivery of television (TV) shows and movies on various Internet-connected screens. 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 directors, pay, auditor; FOR all shareholder proposals. I voted with the Board’s recommendations 0% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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SolarCity Corp: Proxy Score 33

SolarCity CorpSolarCity Corp, SCTY, is engaged in the design, manufacture, installation and sale or lease of solar energy systems to residential and commercial customers, or sale of electricity generated by solar energy systems to customers. Their annual meeting is coming up on June 7, 2016. ProxyDemocracy.org had collected the votes of two fund families when I checked. Vote AGAINST stock awards, bonus plan, compensation committee; FOR Proxy Access. I voted with the Board’s recommendations 33% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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BlackRock Inc: Proxy Score 59

BlackRock Inc

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 →

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Ellie Mae: Proxy Score 71

Ellie MaeEllie Mae Inc (NYSE:ELLI, $ELLI) is a provider of on-demand software solutions and services for the residential mortgage industry in the United States. Their annual meeting is coming up on May 25, 2016. ProxyDemocracy.org had collected the votes of no fund families when I checked. Vote AGAINST Bonus Plan; FOR Proxy Access. I voted with the Board’s recommendations 71% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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Goldman Sachs: Proxy Vote 50

Goldman Sachs

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.

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Nextera Energy: Proxy Score 50

Nextera EnergyNextEra 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 →

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Proto Labs: Proxy Score 45

Proto LabsProto 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 →

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UNP – Union Pacific: Proxy Score 47

UNPUNP – Union Pacific ($UNP), operates through its principal operating company, Union Pacific Railroad Company. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 12, 2016. ProxyDemocracy.org had collected the votes of two funds when I checked. Vote AGAINST pay, compensation committee; FOR both shareholder proposals: #4 execs to retain stock and #5 transition to an independent chair. I voted with the Board’s recommendations 47% of the time. View Proxy Statement. Continue Reading →

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Chipotle Mexican Grill, Inc: Proxy Score 37

Chipotle Mexican Grill, IncChipotle Mexican Grill, Inc (NYSE:CMG, $CMG) develops and operates Chipotle Mexican Grill restaurants, which serve a focused menu of burritos, tacos, burrito bowls (a burrito without the tortilla) and salads. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 11, 2016. ProxyDemocracy.org had collected the votes of 2 funds when I checked. Vote AGAINST pay, compensation committee, audit chair, fake management reforms; FOR all shareholder proposals, especially genuine proxy access. I voted with the Board’s recommendations 37% of the time. View Proxy Statement. Continue Reading →

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Kansas City Southern: Proxy Score 80

Kansas City SouthernKansas City Southern (NYSE:KSU, $KSU) is a transportation holding company with domestic and international rail operations in North America that are focused on the north/south freight corridor connecting commercial and industrial markets in the central United States with industrial cities in Mexico. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 5, 2016. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted AGAINST the pay plan and FOR genuine proxy access – voting with the Board’s recommendations 80% of the time. View Proxy Statement. 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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Starbucks Corporation: SBUX Proxy Score 59

Starbucks CorporationStarbucks Corporation (SBUX, $SBUX) is the roaster, marketer and retailer of specialty coffee. Starbucks Corporation is one of the stocks in my portfolio. Their annual meeting is coming up on March 23, 2016. ProxyDemocracy.org had collected the votes of four funds when I checked. I voted AGAINST the pay package, bonus plan, members of the compensation committee and the proposal by the National Center for Public Policy Research. I voted FOR proxy access, the auditor and most of the Board. I voted with the Board’s recommendations 59% of the time. View Proxy Statement.

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

Starbucks Corporation: ISS Rating

From Yahoo! FinanceStarbucks Corporation’s ISS Governance QuickScore as of March 1, 2016 is 1.. The pillar scores are Audit: 1; Board: 9; Shareholder Rights: 1; Compensation: 1. Brought to us by Institutional Shareholder Services (ISS). Scores range from “1” (low governance risk) to “10” (higher governance risk). Each of the pillar scores for Audit, Board, Shareholder Rights and Compensation, are based on specific company disclosures. That gives us a quick idea of where to focus: Board. 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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McRitchie Interview by Rafat: Whole Foods

McRitchie Interview by Rafat

McRitchie Interview by Rafat after Whole Foods Annual Meeting

McRitchie Interview by Rafat

McRitchie interview by Rafat. At last week’s meeting of Whole Foods Market shareholders, I met with Matthew (Mateo) Rafat, whom I’d known of because of his series of posts at Seeking Alpha. He was the only one reporting what happened at shareholder meetings. This was the first time we had met in-person.

Matthew Rafat and John Mackey at Whole Foods Meeting

Matthew Rafat & John Mackey

After the Whole Foods meeting, where my proxy access proposal received a 40% vote, Matthew and I grabbed a bite to eat. He then recorded the interview posted below. I’ve add some commentary below to make our discussion, especially my answers, a little more comprehensible.

We discussed issues of interest to many shareholders such as proxy access and how it differs from a proxy contest, why diversity is important, why shareholders submit precatory proposals rather than binding resolutions and a little about the rulemaking process. Continue Reading →

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Vote Real Proxy Access at Whole Foods

Real Proxy Access at Whole Foods - Give Us the Key

Real Proxy Access at Whole Foods – Give Us the Key (cartoon from old issue of Pensions & Investments)

Today is your last chance to vote for real proxy access at Whole Foods Market Inc. (WFM, $WFM), unless you plan to attend the meeting in San Francisco tomorrow. The annual shareholder’s meeting will be held at the Fairmont Hotel, 950 Mason Street, San Francisco, California 94108 and will begin at 8 a.m. See Pension funds line up in favor of proxy-access bylaw change at Whole Foods

If you do attend, please stop me and say hello. I would love to get your feedback on how shareholders can improve accountability through improved corporate governance. Whole Foods used to be one of the largest holdings in my portfolio. Back in October 2013 shares sold for about $65; today $35 seems to be the threshold to beat.

I used to head California’s cooperative development program, so had a lot of experience with struggling grocers and their co-op wholesale. I invested in Whole Foods Market because their model was something of a hybrid, with its emphasis on teams, employee ownership and organic foods. Let’s discuss how Whole Foods can get its groove back.

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Whole Foods Market (WFM): Proxy Score 82

Whole Foods Market (WFM)Whole Foods Market, Inc. (WFM, $WFM) is a retailer of natural and organic foods and grocer. WFM is one of the stocks in my portfolio. Their annual meeting is on March 9, 2016. ProxyDemocracy.org had collected the votes of five funds when I checked. I voted FOR proxy access, pro-rata vesting of equities and a report on food waste. I voted with the Board’s recommendations 82% of the time. View Proxy Statement.

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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Apple Inc. Proxy Score 47 – ‘For’ Proxy Access

Apple IncApple Inc. (AAPL) meeting on 2/26/2016 provides shareholders an opportunity to vote FOR real proxy access. Apple Inc. designs, manufactures, and markets mobile communication and media devices, personal computers, and portable digital music players to consumers, small and mid-sized businesses, education, and enterprise and government customers worldwide. It is one of the stocks in my portfolio. I will attend the 2/26 meeting in person.

ProxyDemocracy.org had collected the votes of four funds when I checked. I voted against two directors and for proxy access, therefore with the Board’s recommendations 47% of the time. View Proxy Statement.

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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Substantial Implementation: Proxy Access Lite

Substantial ImplementationSubstantial implementation, that’s what SEC staff deemed proxy access ‘lite’ last week. Investor rights were eroded again as staff granted a number of no-action letters on February 12th to companies based on “substantial implementation” of proxy access. At its founding, the SEC was largely a champion of shareholder rights. The SEC required companies to include proposals on any proper subject in the proxy in order to approximate the conditions of the annual meeting. The SEC even took Transamerica to court in 1947 for refusing to place shareholder proposals in their proxy. From that high point, the SEC began chipping away at shareholder proxy rights. Last week’s decisions inferring proxy access lite to be substantial implementation provided further evidence of an agency more concerned with protecting entrenched managers than shareholder rights. Continue Reading →

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Apple’s Proxy Access Lite Needs Changing

Apple's Proxy Access Lite

Apple’s Proxy Access Lite

Apple’s proxy access lite led me to a little thought experiment after reading the following reaction at Mac Rumors: “Maybe if all macrumors members who are shareholders band together, we can nominate one of our own!” What are the possibilities that members of Mac Rumors, any, or even all of the thousands of Apple-centric groups around the world could join together and nominate directors? (Find Apple group near you.)

Mac Rumors

Mac Rumors

Apple’s opposition statement to my proposal for real proxy access cites a statement made by Patrick McGurn, special counsel at ISS, the shareholder advisory group, who responded to Apple’s adoption of proxy access by stating that “other boards are likely to look to such respected companies and are likely to examine this issue now.” Yes, Apple’s proxy access lite got the attention of other companies but once we peel away the layers, we see the Board’s new bylaw is mostly for show, like greenwashing a product that pollutes. Although Mr. McGurn noted the importance of Apple’s proxy access lite, that doesn’t mean ISS thought it was good. In fact, ISS urges its subscribers to vote for my proposal to create real proxy access at Apple, as do early vote announcers Trillium, TRS, Australia’s Local Government Super, Canada Pension Plan Investment Board, Christian Brothers Investment Series, Unitarian Universalist Common Endowment, Florida SBA, Calvert, and Domini.

Apple will hold their annual meeting on February 26, 2016. If you are a shareholder, there is still time to vote your proxy in favor of real proxy access at Apple. Vote in favor of item #8, Adopt Proxy Access Right. I’ll analyze the other proxy items as we approach the meeting date. Continue Reading →

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CSP Inc.: Proxy Score 87

CSPCSP Inc. (CSPI), together with its subsidiaries, develops and markets IT integration solutions and cluster computer systems to commercial and defense customers in the Americas, Europe, and Asia. CSP Inc. is one of the stocks in my portfolio. Their annual meeting is on February 9, 2016. ProxyDemocracy.org didn’t have a listing for CSP I presume it is because the company is too small.  I voted for the directors, pay, auditor and for proxy access, therefore with the Board’s recommendations 87% of the time. View Proxy Statement. Continue Reading →

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