Tag Archives | proxy proposals

Interfaith Center on Corporate Responsibility: CHOICE Act

Interfaith Center on Corporate ResponsibilityThe Interfaith Center on Corporate Responsibility, a coalition of institutional investors representing $200 billion in invested capital that engage corporations on the environmental and social impacts of their operations, sent a letter yesterday to all U.S. Senators urging them not to pass the Financial CHOICE Act.

The proposed legislation, which passed the House and is currently pending in the Senate, would not only eviscerate critical financial reforms instituted in response to the 2008 financial crash, but would also eliminate the long-standing right of shareholders to exercise their voice regarding the governance of the companies they own. Continue Reading →

Continue Reading ·

Lobbying Disclosure Sought by Investors

lobbying disclosureLobbying disclosure is sought by shareholder resolutions filed at 50 companies by 66 institutional and individual investors.

Corporate lobbying disclosure remains a top shareholder proposal topic for 2016. At least 66 investors have filed proposals at 50 companies asking for lobbying reports that include federal and state lobbying payments, payments to trade associations used for lobbying, and payments to any tax-exempt organization that writes and endorses model legislation. Political activity remains a top investor topic for the sixth consecutive year, with more than 90 proposals filed for 2016 that seek disclosure of either lobbying or political contributions. Continue Reading →

Continue Reading ·

Push for Increased Gender Diversity in the Boardroom

thirty percent coalitionThe Thirty Percent Coalition’s Institutional Investors continued their active “Adopt a Company” campaign following a series of letters sent to approximately 160 companies in the S&P 500 and Russell 1000 with no women on their boards. The third letter writing campaign to increase gender diversity in the boardroom in the fall of 2014 was supported by representatives of investors representing $3 trillion in assets under management, signed by pensions, state officials, mutual funds, investment managers, foundations, religious institutions, and women’s organizations across the US.  Continue Reading →

Continue Reading ·

Citizens United: Five Years Later

Citizens United and Pay 2 PlayFive years ago today the US Supreme Court held that corporations could spend unlimited  funds on election campaigns in their decision, Citizens United v. Federal Election Commission. Last night I joined about 100 people a local showing of Pay 2 Play: Democracy’s High Stakes.  I highly recommend it. See the film with a group and leave plenty of time to talk what you can do to overturn the impact. The film suggests a number of reasonable solutions but as I have discussed before, the Court’s decision gave investors a special role.

Justice Kennedy’s majority opinion justifies the Supreme Court’s decision by pointing to the Internet. Continue Reading →

Continue Reading ·

Council of Institutional Investors Fall 2014 Conference: Meeting Availability

CIIJames McRitchie, the publisher of Corporate Governance and one of three retail shareowners accused in the New York Times of holding Corporate America ‘hostage,’ will be in Los Angeles September 29 through October 1 attending the Council of Institutional Investors Fall 2014 Conference.Shareholders with big stick

I am eager to meet with readers to discuss activist corporate governance strategies and how we can work together. Outlined below are some projects I’m working on. If you’d like to discuss any of them or other possible areas for cooperation, please contact me prior to the conference. Additionally, I am always interested in guest posts. Reach out to thousands, especially our under-covered readers in Beijing and India.  Continue Reading →

Continue Reading ·

Deal Professor Equates Filing Proxy Proposals with Terrorism

Deal Professor Envisions Corporate Gadfly

Starting with Corporations

Most people don’t like their behavior criticized. CEOs and boards almost always fight my proxy proposals aimed at improving corporate governance. Likewise, I wasn’t happy with the Deal Professor’s criticisms of my shareowner activism in his August 19th NYTimes article, Grappling With the Cost of Corporate Gadflies, which also criticizes John Chevedden and William Steiner. I stewed for days but finally took the advice of a good friend, who is Assistant General Counsel & Corporate Secretary at a major company,

Better to be engaged than enraged!

If I had more time available, my response would have been shorter but I have a number of projects that demand attention. When I submit proposals, I want boards to weigh them carefully on the merits. I have tried to do that with the Deal Professor’s criticism. I hope our mutual use of hyperbole doesn’t preclude further engagement. Unlike the character in the cartoon at right, I feel no need to irritate… but I do often question mechanisms in corporate governance that isolate and concentrate power, rather than distributing it. I prefer structures that distribute power, making us of the wisdom found at all levels.  Continue Reading →

Continue Reading ·

Shareholder Proposal: Best Response is Not a Lawsuit

HarvardCorpGovAmy L. Goodman and John F. Olson, both of Gibson, Dunn & Crutcher LLP posted Shareholder Proposal Developments During the 2014 Proxy Season on the Harvard Law School Forum on Corporate Governance and Financial Regulation yesterday. It included some good information and analysis but seemed a bit too much like the response to a shareholder proposal should be a lawsuit — an advertisement for Gibson Dunn to this, admittedly biased, eye.

corporatesecretary

David Bogoslaw, Editor of the Corporate Secretary sent out an email in response that was more balanced with regard to shareholder proposals and lawsuits. I was heading out to Ottawa yesterday, so only had time for a brief response. The following is my open email to Mr. Bogoslaw. Continue Reading →

Continue Reading ·

Déjà vu: Shareholder Rights Under Attack

WaldenAssetManagement

Timothy Smith

Timothy Smith

The following on shareholder rights by Timothy SmithDirector of ESG Shareowner Engagement at Walden Asset Management, originally appeared in the Summer 2014 Edition of Walden’s Values Newsletter, which included the usual disclaimer at the bottom.

I’ve added the links and have tacked on some additional reformatted comments from Timothy Smith regarding the role of individual investors in prompting reform. 

Every once in a long while a group of companies, usually led by the U.S. Chamber of Commerce, launches a campaign to change the rules allowing investors to file shareholder resolutions. Welcome to the latest iteration. Continue Reading →

Continue Reading ·

SEC Commissioner Wants to Muzzle Shareowners

DanielGallagherIn a speech to the 26th Annual Corporate Law Institute held at Tulane University Law School on Federal Preemption of State Corporate Governance, SEC commissioner Daniel Gallagher delivered a scathing attack on small investors and proposed radical steps to severely limit democracy in corporate governance.

Gallagher opened his attack by stating,

 Activist investors and corporate gadflies have used these loose rules to hijack the shareholder proposal system. Continue Reading →

Continue Reading ·

Using Sharegate: The Next Great Shareholder Communications Platform

sharegateOne way to use Sharegate is to announce your proxy votes. Far too many retail shareowners just trash their proxies instead of using them. A common misconception is that shareowners should take the Wall Street Walk and sell if they are displeased with any aspect of a company they own. That is like saying you should pack up and move out of the neighborhood if you think there should be a stop sign at the end of the block.  Continue Reading →

Continue Reading ·

Noteworthy Proposal to Cap Pay Ratio at Microsoft (MSFT)

qube-logomicrosoftA proposal by Qube Investment Management, which owns 10,208 shares of Microsoft ($MSFT), to cap pay has been challenged through the “no-action” process. See incoming correspondence to the SEC. The resolved clause of Qube’s proposal reads as follows:

Resolved: The the Board of Directors and/or the Compensation Committee limit the average individual total compensation of senior management, executives and all other employees the board is chanted with determining Continue Reading →

Continue Reading ·

The AGM Votes are in and the Winner is ….

Steve Viederman

Guest Post from Stephen Viederman, Fellow, Governance & Accountability Institute, reposted here with the permission of Viederman and Accountability-Central.com. James McRitchie, Publisher of Corporate Governance reformatted the original to bring the footnotes up, hide urls and generated those wonderful ads. 

The Spring madness of annual corporate meetings (referred to as AGMs) is upon us. Continue Reading →

Continue Reading ·

Ground-Breaking Proxy Proposals Headed to Shareowner Vote

Climate Change Portfolio Exposure

Boston Common Asset Management has a proposal that will appear on the proxy of PNC Financial Services ($PNC) requesting that it report to shareowners on the greenhouse gas emissions resulting from its lending portfolio and its exposure to climate change risk in its lending, investing, and financing activities. Watch for your proxy. The annual meeting will be held on April 23, 2012. According to the proposal, Continue Reading →

Continue Reading ·

Webinar on Environmental & Social Proxy Proposals

The Investor Responsibility Research Center Institute will host a webinar on Wednesday, February 20, 2013 at 1 PM ET to review the findings of a new study that finds environmental and social (E+S) shareholder proposals are gaining increased voting support from investors at U.S. public companies. From 2005-2011, average support for these proposals more than doubled, from about 10 to more than 20 percent.  Continue Reading →

Continue Reading ·

ICCR Offers Guide and Tweets #ProxyVoteForPlanet

Members of the Interfaith Center on Corporate Responsibility (ICCR) released their 2013 Proxy Resolutions and Voting Guide including all member-sponsored shareholder proposals for the upcoming proxy season.

ICCR members are calling on asset owners to help promote corporate responsibility by voting their proxies in support of investor proposals that advance social, economic and environmental justice.   Continue Reading →

Continue Reading ·

Shareholder Proposals: SLB 14G

On October 16, 2012, the SEC published another “Staff Legal Bulletin” with guidance on shareowner proposals submitted to public companies pursuant to Rule 14a-8. SLB No. 14G provides the Division of Finance’s views regarding:

  • Proof of ownership under Rule 14a-8(b)(2)(i) for purposes of verifying whether a beneficial owner is eligible to submit a proposal;
  • the manner in which companies should notify proponents of a failure to provide proof of ownership; and
  • the use of website references in proposals and supporting statements. Continue Reading →
Continue Reading ·

If I Were on the SEC's Investor Advisory Committee: Recommendations to Help Retail Investors

The new SEC Investor Advisory Committee (SECIAC) met for the first time last week. It appears there may be agreement by Committee members to first concentrate their efforts on retail investors. At least that was the message of several Committee members and the expressed wish of Commissioner Luis A. Aguilar. The SECIAC would do well to recommend leveling the playing field between retail and institutional investors and between investors of all types and corporate management. Retail investors are more likely to return to the market if the scales aren’t so often tipped against them.  Continue Reading →

Continue Reading ·

Manhattan Institute on Shareholder Activism

I welcome the Manhattan Institute‘s Center for Legal Policy to the corporate governance debate.

The Manhattan Institute launched its Proxy Monitor project. The ProxyMonitor.org database assembles information on the 150 largest corporations (by revenues, as ranked by Fortune magazine) and currently includes searchable and sortable information on every shareholder proposal submitted at each company from 2008 through August 1, 2011. (Earlier years’ proposals, and a broader data set of companies, will be added to the database in the months ahead.)

They recently released A Report on Corporate Governance and Shareholder Continue Reading →

Continue Reading ·

Proxy Access for the 99% – Conference Call Halloween Night

While little goblins and rock stars roam the streets seeking handouts, USPX members will engage in a conference call on a model proxy access proposal. It has evolved substantially since the initial draft was announced in a way that I think will appeal to both large institutional investors, like public pension funds, as well as small retail shareowners.

There is still time for you to join the USPX and the Proxy Access members group where you will see the most recent draft and information on how to join the conference call, which starts at 8:45 pm EDT. Call limited to 97 participants.

Continue Reading ·

Next ShareOwner Proposal Hot Topic: Climate Change Risk Assessments at Insurance Companies

Only 11 of 88 major insurers surveyed recently have formal policies in place to deal with growing climate change risks, according to a major new report issued today by Ceres.  The report was to have been delivered at a conference of the National Association of Insurance Commissioners (NAIC) that was cancelled due to Hurricane Irene.

The new report, Climate Risk Disclosure by Insurers: Evaluating Insurer Responses to the NAIC Climate Disclosure Survey, analyzes what 88 leading U.S. insurers are saying about climate change in public filings with state insurance commissioners – and the extent to which they’re factoring it Continue Reading →

Continue Reading ·

Obtaining a Broker Letter & Short-termism

Usually obtaining a broker letter, evidencing ownership, to submit with a shareowner proposal is easy but sometimes it isn’t. I’d love to hear of difficulties you have experienced. Send me your story by email and maybe I’ll post it. Here’s my latest experience with TD Ameritrade. I must say, up until now they have been fine but this was just a little too bizarre not to share… and yes, I’m not always as polite as I should be.

From: James McRitchie |Date: 08/25/11 6:46 PM 1 Attachments| CSCO.pdf (137k)
Please send a broker letter evidencing ownership for Apple that I can submit along with a shareowner proposal for their next annual meeting. Because this letter may be referenced in the proxy, please do not include my account number. It would be helpful if the letter is signed, so that it doesn’t look like a Continue Reading →

Continue Reading ·

Take Action: Sixty Years of ShareOwner Rights at Risk

Your right to file a proxy without being hauled into court or having your proposal ignored is at risk.  I urge readers to raise the profile of the SEC’s failure to act by sending e-mails to the Office of Chief Counsel at [email protected] and the Chairman at [email protected]. I also recommend you fill out the complaint form at https://tts.sec.gov/oiea/QuestionsAndComments.html, since this will go to the Division of Enforcement, the office that could take action.

As I said in a recent post (Texas Secession Led by Apache, KRB and Kinetic Concepts), Lewis Gilbert was instrumental in winning a formal SEC rule in 1943 that shareowner proposals be included in the proxy. After many challenges, the SEC’s powers were finally sustained in the 1947 case, SEC vTransamerica, when judge John J. Biggs Jr. ruled, “a corporation is run for the benefit of its stockholders and not for that of its managers.”

It took until 1988 for a shareowner proposal by Richard Foley to finally get a majority vote. Rights, which have taken many decades to win could be gone very quickly if we simply do nothing to defend them. The SEC’s rules are not self-enforcing but depend on shareowner vigilance. “All that is necessary for evil to triumph is for good men to do nothing.” While we aren’t sure who said it first, Edmund Burke or Leo Tolstoy, we all know it to be true. Here’s the e-mail I sent:

Dear Chairman Mary Schapiro and Mr. Greg Belliston:

I understand Apache and Kinetic Concepts informed the SEC they would exclude shareowner proposals from Mr. John Chevedden and further that they are going doing so without the SEC issuing letters indicating it would take no-action on such an omission. In fact, Kinetic’s request for a no-action letter was actually denied. These companies have not met the burden of 14a-8(g). They have not demonstrated they are entitled to exclude these proposals. In fact the SEC said as much in letters issued to Hain Celestial, Union Pacific, Devon Energy, Prudential, News Corp and Kinetic Concepts.

I believe taking action against Apache and Kinetic Concepts should be a high priority for the SEC. Otherwise, a growing number of companies will simply believe they can ignore shareowner resolutions, which form an important cornerstone of corporate governance.

Attached is the April 5 letter from Kinetic Concepts putting the SEC on notice that it will mail its proxy without Mr. Chevedden’s proposal on April 15th, despite the previous refusal of the SEC to grant their no-action request.  Apache has already done so. I understand the SEC has a lot of high priority action items but if the SEC doesn’t go after these companies we could see a flood of copycats, with shareowner rights that have been in place since 1947 placed at risk.

I’m surprised the SEC hasn’t at least posted Kinetic’s letter at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8-incoming.shtml but I guess the letter isn’t a no-action request. Instead, it is a notification of Kinetic’s intent to test the SEC’s willingness to follow-up on staff’s decision not to grant a no-action letter. Does such a decision by SEC staff mean anything or is the SEC too busy to really take shareowner proposals seriously?

Both companies are relying on an flawed court decision from a suit brought against Mr. Chevedden by KBR. Even a quick glance at page 6 (2011-04-04 KBR Chevedden Docket 24 – Memorandum and Order https://www.corpgov.net/wp-content/uploads/2011/04/2011-04-04-KBR-Chevedden-Docket-24-Memorandum-and-Order.pdf) reveals the judge didn’t base her decision on what is required in order to show evidence of ownership for a 14a-8 proposal. Instead, she bases her decision on evidence of ownership requirements adopted in 14a-11, the provisions for placing shareowner director nominees on the proxy. Aside from being on a completely different subject, these rules are not even in effect, but as you know have been stayed.

I urge the SEC to take action immediately or we will all be facing a very messy situation.

Thank you for your consideration.

Your own e-mail and paste to the Division of Enforcement complaint form could be very simple:

I understand Apache and Kinetic Concepts informed the SEC they would exclude shareowner proposals from John Chevedden and further they will do so without the SEC issuing letters indicating it would take no action on such an omission. In fact, the SEC rejected such a request from Kinetic Concepts on March 21. These companies have not met the burden of 14a-8(g). They have not demonstrated they are entitled to exclude these proposals. In fact, the SEC said as much in letters issued to Hain Celestial, Union Pacific, Devon Energy, Prudential, News Corp. and Kinetic Concepts.

I believe taking action against Apache and Kinetic Concepts should be a high priority for the SEC. Otherwise, a growing number of companies will simply believe they can ignore shareowner resolutions, which form an important cornerstone of corporate governance.

For you historians, more information on CorpGov.net by searching cloud tag Apache. Also, there was this great post yesterday from Ted Allen of RiskMetrics, Will the SEC Stop the ‘Texas Secession’? Allen notes, “Corporation Finance staff planned to issue a legal bulletin on proof of ownership before the 2011 proxy season, but reportedly was unable to obtain a consensus among the five commissioners.”

Ted Allen concludes his post with a precautionary note: new guidance from the SEC may not prevent some companies from bypassing the no-action process. “Even if the staff puts out something black and white in a bulletin, companies may continue to delete the proposals and basically dare the commission to take action,” said J. Robert Brown, a securities law professor at the University of Denver.

Brown is right. Only vigilance by shareowners, like the brief e-mails I’m requesting from you today, will help shape SEC priorities so that shareowner proposals don’t become a thing of the past.

Alyce Lomax with the Motley Fool (A Shareholder Battles Rage On, 4/13/2011) writes on these legal challenges and other issues, concluding:

Whatever good might come of this situation, investors should still think twice about buying into any company willing to sue its own investors to keep them from presenting their concerns for a shareholder vote. Management-centric businesses that relegate all other stakeholders to second-class status won’t do your portfolio any favors in the long run, and likely don’t deserve your investing dollars at all. Heck, if they work so hard to shut down shareholder dissent, perhaps they shouldn’t have gone public in the first place.

Shareholders incensed by corporate crackdowns on their rights have many ways to issue a resounding “no.” Vote against outsized executive compensation, sell your stake, or screen out such offenders when searching for stock ideas. Whatever action you take, your rights are always worth fighting for — especially when corporations actively try to make that fight less fair.

Continue Reading ·

Powered by WordPress. Designed by WooThemes