Tag Archives | proxy proposal

Investors to Oil: Disclose Climate Lobbying

Influence Map to Disclose Climate Lobbying

Influence Map to Disclose Climate Lobbying

Disclose Climate Lobbying: Resolutions Filed at Oil and Gas Companies

Encouraged by the forward‐looking actions addressing climate change at the Paris Climate Conference (COP21) in December, investors have filed shareholder resolutions at 11 oil and gas companies asking them to disclose climate lobbying activities. The resolutions urge the companies to fully disclose their lobbying activities and expenses (direct and indirect through trade associations) and to review their public policy advocacy on energy policy and climate change. Let’s get oil and gas companies to disclose climate lobbying! I sincerely hope readers of Corporate Governance (CorpGov.net) will vote in favor of these resolutions as they appear on corporate proxies. Monitor how others are voting at Proxy Democracy. If you own stock in other oil and gas companies, consider filing similar resolutions. Don’t know how? Check out our Shareowner Action Handbook. Take Action! Continue Reading →

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CSP Inc. (CSPI): Draft Proxy Access Proposal – Comments Invited

CSPIIn February, I reported that prospects were looking up at nano-cap CSP, Inc. (CSPI), one of the companies in my portfolio. See CSP Inc. (CSPI): How I Voted – Proxy Score 100. CSPI completed a number of reforms, including declassifying the Board.  In addition, CSPI started paying a dividend and adopted a mandatory retirement age of 75 for directors, leading to some board refreshment. However, since then the NASDAQ has gone up by about 9%, while CSPI stock has gone down about 3%. I am a long-term investor, so am willing to give the current board more time to demonstrate their performance.

At the same time it is better to take preventive measures by continuing to improve corporate governance BEFORE problems arise.  There is no more fundamental measure to ensure the Board’s accountability to shareowners than proxy access. Continue Reading →

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United Natural Foods (UNFI) & Hain Celestial (HAIN): Win or Loss?

United Natural Foods logoHain CelestialWith John Chevedden‘s help, I recently submitted shareowner proposals to United Natural Foods Inc. (UNFI) and The Hain Celestial Group, Inc. (HAIN). Both have asked the SEC for no-action letters [UNFI (UNFI no-action 8-15-2014 pdf) and HAIN] because they plan to introduce their own proposals on the same subjects. The SEC is likely to grant both requests. Shouldn’t such actions be counted as ‘gadfly’ wins by pundits like the Deal Professor? More importantly, should the SEC grant such no-action requests? Continue Reading →

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Cisco: How Our Proxy Competition Would Work – The Short Version

ciscoVoteAfter posting Cisco Systems: Prime Target For Proxy Advisor CompetitionCisco Systems: Proxy Proposal #5 – 11 Q&A, and Cisco Systems (CSCO): How I Voted – Proxy Score 56 I am still getting the most basic question from funds trying to determine how to vote. That’s understandable. People lack the time necessary to analyze proxy issues. That’s one of the reasons behind the proposal. More resources and more competition could make for better voting at Cisco for all shareowners.

I keep getting the same fundamental question. How would it work in practice? Here’s what I tell them.  Continue Reading →

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SEC Abandons Celestial Reasoning, Divides Petition-Baby in Half

SEC Staff Legal Bulletin No. 14F (CF) finally addresses the issues of what is needed to evidence stock ownership for the purpose of filing a shareowner petition. It is obvious from first glance that shareowners whose broker or bank isn’t a DTC participant just got screwed.

We will take the view going forward that, for Rule 14a-8(b)(2)(i) purposes, only DTC participants should be viewed as “record” holders of securities that are deposited at DTC. As a result, we will no longer follow Hain Celestial.

On the other hand, we are still left with half the baby.

Companies have occasionally expressed the view that, because Continue Reading →

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