The second annual Board Governance Research report on Women on Boards of Companies Headquartered in California examines the current state of board gender diversity. California made history in 2018 by becoming the first state in the U.S. to require that public companies headquartered in the state have women on their boards. Last year’s report was cited in the text of SB 826, the new law requiring women on boards of companies headquartered in California and has elevated the conversation regarding gender diversity on corporate boards across the country. Continue Reading →
Tag Archives | Qualcomm
Peter Georgescu’s Capitalists Arise!: End Economic Inequality, Grow the Middle Class, Heal the Nation correctly identifies short-termism and a focus on stock price as a problem contributing to growing wealth inequality. His solutions depend on enlightened managers and boards to transform how America does business by taking all stakeholders into account, not just shareholders. I say, don’t count on enlightened self-interest by those now in control. They are unlikely to overturn the system that benefits them.
Transformation is not likely to come from those in power, even if it would be to the advantage of all. Transformation must be demanded from below. Any transformation system that purports to consider all stakeholders must effectively redistribute power. We cannot depend on benevolent dictatorships like Facebook’s Mark Zuckerberg or Alphabet’s Sergey Brin and Larry Page to act as if all stakeholders matter. To get where Georgescu correctly wants to go, there must be a real shift in power. Continue Reading →
I voted AGAINST pay, comp committee members, auditor. FOR Proxy Access Amendments. See why below. I voted with the Board’s recommendations 57% of the time. View Proxy Statement via iiWisdom. Continue Reading →
The SEC protects the 2%. No, I am not writing about the top 2% of America in terms of wealth or income, although there is probably some correlation. I am writing about the 2% of shares that are still registered. While the SEC is protecting shareholders who own that 2% of shares, they are falling down on the job with respect to protecting the rights of shareholders owning the other 98%. Yesterday, I asked the SEC to invalidate the proxy ballot sent out by Qualcomm (QCOM). I’ve raised this issue before, filing a rulemaking petition on the subject in 2009 but can’t let the SEC’s inaction slide. A few examples of previous posts are as follows:
- Reforms at ProxyVote Don’t Go Far Enough
- Steris Corporation’s Proxy Voting Deflate-Gate
- Biased Ballots: Oshkosh Vote Questioned – Take Action
- Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime
- If I Were on the SEC’s Investor Advisory Committee: Recommendations to Help Retail Investors
- Don’t Let Them Get Away With Stealing Elections
Qualcomm, Inc. (QCOM, $QCOM) is engaged in providing third-generation (3G), fourth-generation (4G) and next-generation wireless technologies. Qualcomm, Inc is one of the stocks in my portfolio. Their annual meeting is on March 8, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. I voted AGAINST the Omnibus Stock Plan and Harish Manwani and FOR proxy access. I voted with the Board’s recommendations 81% of the time. View Proxy Statement.
As I have mentioned in several other posts (see especially Proxy Access Lite: Victories at Whole Foods, H&R Block), several companies have adopted proxy access ‘lite’ with provisions that make implementation excessively difficult and less effective than anticipated by the SEC’s vacated Rule 14a-11. At the beginning of last season I announced that proxy access was temporarily ‘on sale.’ I was willing to accept some unfavorable provisions in order to establish a track record of ‘wins.’
That mission has largely been accomplished. Proxy access was the hottest topic this year and is fully expected to be so for the next few seasons. Boards now see proxy access as inevitable and are adopting bylaws even without receiving shareholder proposals. Philip Morris is one of the latest. As the next season gears up, it is time to reframe proposals, avoiding proxy access lite from the start.
Fortunately, the Council of Institutional Investors, released an excellent policy paper on August 5, 2015, Proxy Access: Best Practices, which “highlights the most troublesome provisions” of recently adopted bylaw and charter amendments. I used that as a guide to reconstruct last year’s template proposal and have begun submitting this new template to companies that have not adopted proxy access provisions. QUALCOMM (QCOM) is one of the first examples. We only get 500 words for a shareholder’s proposal. Hopefully, this new version addresses most of the previous defects. Continue Reading →
The second annual Kirkland & Ellis Law Forum at Stanford’s Rock Center for Corporate Governance, brought together a leading academic, legal practitioners, and an investment banker to discuss recent trends in activist investing and their impact on the M&A market. What follows are my cryptic notes. The Center will probably post the video at some point, so view that if interested.
Activism has become a key catalyst for merger and acquisition (M&A) activity and corporate spin-offs (especially in the technology industry), while activist opposition has impacted announced deals.
Qualcomm Incorporated (QCOM), which designs, develops, manufactures, and markets digital communications products and services in China, South Korea, Taiwan, and the United States, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/9/2014. ProxyDemocracy.org had the votes of four funds when I checked and voted on 3/2/2015. I voted with management 89% of the time and assigned them a proxy score of 89.
Qualcomm Incorporated and the New York State Common Retirement Fund (Fund) announced the Fund has dropped the lawsuit it filed on January 2, 2013 because Qualcomm agreed to implement a revised political spending disclosure policy. According to Dr. Paul E. Jacobs, the CEO and Chairman of Qualcomm, Continue Reading →