BAC Ascertain Client Voting Preferences is a new type of proxy proposal for the 2024 season from James McRitchie, premiering first at Bank of America (BAC). It asks BAC to report on the feasibility of offering granular proxy voting preferences so that clients can maximize portfolio-wide returns by pursuing voting strategies designed to push certain […]
CorpGov.net 2021. We said goodbye to the Trump administration, filed shareholder proposals, held weekly discussions on corporate accountability in 2021, helped shape the SEC’s repeal of several Staff Legal Bulletins, the proposed N-PX rulemaking, and sued the SEC to overturn rules that harm the rights of Main Street investors. It was a productive year at […]
Defending Retail Shareholder Advocates: Another Day – Another Comment Letter to the SEC Help protect shareholder rights. See SEC Rulemaking Comment Tips. Read any good comment letters on SEC File No. S7-22-19 or S7-22-19? Please let me know in comment form below or by email. Defending retail shareholder advocates will require lot more than the […]
SEC Rulemaking Comment Tips: Action Needed SEC rulemaking comment tips repeated here are primarily based on advice from the Council of Institutional Investors. However, I am also including tips from the Sustainable, Responsible and Impact Investing, conference I attended in Colorado Springs in November. (Search #SRI30 for other Conference tidbits at CorpGov.net and on Twitter.) […]
Gadfly importance to democratic corporate governance is often underrated. We are currently under attack by the Business Roundtable (BRT) and others seeking to substantially raise the ownership threshold for submitting and resubmitting proposals. BRT, for example, contends proposals from small shareholder divert “significant time and resources to issues that, at best, have an attenuated connection to the […]
Shareholders v Stakeholders is in the news again, driven by the Business Roundtable. Someone asked Quora: Regarding corporate social responsibility, do you agree more with the shareholder view or the stakeholder view theory? Below is my response with a few edits, after some additional thought. (more…)
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 […]
SRI engagement and monitoring was a major theme during my first day at the 28th Annual SRI Conference this year (#AllinForImpact), although my 1st impressions were interrupted by the issuance of SEC SLB 14I, as previously noted. SRI has grown more than 13% a year since 1995 (when I started this blog) and now total over $8.7 trillion in […]
The 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 […]
Lobbying 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 […]
Whole Foods Market (WFM) has informed me, without any attempt to negotiate terms over my submitted proposal, their board went ahead in adopting proxy access bylaws. See 8-K and amended bylaws. They have asked if I now want to withdraw my proposal. As I did for H&R Block, below I attempt to weigh the pros and […]
The 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 […]
Five 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 […]
James 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. I am eager to meet with readers to discuss activist corporate governance […]
Most people don’t like their behavior criticized. CEOs and boards almost always fight my proxy proposals aimed at improving corporate governance. 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. He also criticizes John Chevedden and William Steiner. I stewed for days […]
Amy 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 […]
The following on shareholder rights by Timothy Smith, Director 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. […]
In 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 […]
One 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 […]
If you are investing in Silicon Valley companies, I recommend this report from Fenwick & West LLP. They have collected this data since 2003. It should be useful for Silicon Valley companies, other public companies for comparison purposes, advisors and investors. (more…)
A 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 […]
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. (more…)
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 […]
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 […]
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. (more…)
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 […]
Fall is filing time for Responsible Wealth’s annual shareholder resolutions. Currently, Mike Lapham is working with the Center for Political Accountability to identify which corporations Responsible Wealth will file resolutions with. (more…)
Four articles worth reading are linked below. ProxyMonitor.org, a website sponsored by the Manhattan Institute’s Center for Legal Policy, sheds light on the influence of outside shareholder proposals on publicly traded corporations. Their slant is fairly obvious in their latest Proxy Monitor Report, Fall 2012, but the data is worth reviewing. (more…)
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 […]
Last week, the Conference Board and FactSet Research Systems announced a joint initiative to analyze and disseminate aggregate data from the annual general meetings (AGMs) of U.S. public companies. (more…)
I’ve been browsing around SharkRepellent.net for a few minutes a day for a few days. Unlike many of the sites I discuss, this one costs money to access but for many the cost may be well worth it. SharkRepellent offers in-depth research the takeover (more…)
The Commission has found that dividend matters do not involve “ordinary” business matters because such matters are extremely important to most security holders and involve significant (more…)
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, […]
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 […]
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. […]