Tag Archives | Reed’s

Committee to Rescue Reed’s: Proxy Vote

Committee to Rescue Reet's - Room for More Shareholders

Committee to Rescue Reed’s Declares Victory

The Committee to Rescue Reed’s declares victory and states how members intend to vote their proxies. With the annual meeting now set for November 29, I will post a more detailed analysis of the proxy by tomorrow. I have already received a number of inquiries from those asking how I will vote. Advice to me? Use the comment box below.

The Committee to Rescue Reed’s Announces That It Has Completed Its Near-Term Objectives at Reed’s and Is Therefore Withdrawing Its Board Nominees and Proxy Contest

Gratified That its Involvement Led to a Reconstituted Board with Four New Independent Directors

Rescue Reed’s Members State Their Intention to Vote Against Chairman & CEO Chris Reed for Failing to Work in Good Faith with the Committee to Appoint Shareholder Nominees to the Board

Rescue Members Intend to Remain Vigilant in Monitoring the Performance of the Company, its CEO and New Directors Continue Reading →

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Committee to Rescue Reeds files 13D

Schedule 13D Filed by the Committee to Rescue Reed's

Schedule 13D Filed by the Committee to Rescue Reed’s

On October 11, 2016, the Committee to Rescue Reeds issued a statement concerning the breakdown in its recent good-faith efforts to work with the Issuer’s Chairman of the Board and CEO, Chris Reed, to reach a mutually agreeable director slate and avoid a proxy contest at the 2016 Annual Meeting. In its statement, the Committee noted that it remains hopeful that an expanded, mutually agreeable slate of nominees will ultimately be agreed upon by the parties, but that as of October 6, 2016, the independently mediated process the Committee and Mr. Reed had previously agreed to was obstructed by Mr. Reed’s failure to provide the names and contact information of the Board’s recommended nominees. Continue Reading →

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The Committee to Rescue Reed’s Nominates Five Highly Qualified Director Candidates for Election at Reed’s 2016 Annual Meeting

Risks at Reed'sBelieves That Immediate and Meaningful Change Is Required to Ensure Reed’s Is Being Run in a Manner Consistent with the Best Interests of All Shareholders

States That the 2016 Annual Meeting Represents a Critical Opportunity for Shareholders to Elect Independent, Highly Qualified Directors

Believes That Now is the Moment for Shareholders to Send a Clear Message to Chairman and CEO Chris Reed That the Value-Destroying Status Quo is Unacceptable


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Concerned Shareholders of Reeds, Inc. Formed

Concerned Shareholders of Reeds: Ready to Join?

Concerned Shareholders of Reeds: Ready to Join? (video from 2013, before current campaign)

Concerned Shareholders of Reeds: Formed

The Concerned Shareholders of Reeds, Inc., led by Edwin R. Lozano, today announced formation of a committee to rescue Reeds, Inc. The committee delivered an open letter to Reeds Founder/CEO/Chairman and the Reeds Board of Directors expressing significant concerns with the company’s poor financial performance, problematic corporate Governance practices and weak oversight. The Concerned Shareholders of Reeds believe immediate and meaningful change is required to ensure Reeds is being run in a manner consistent with the best interests of all shareholders. Although leaving open the possibility of negotiating with the Board, having been initially rebuffed, the letter indicates the Concerned Shareholders of Reeds, Inc. intends to commence a proxy contest by nominating a slate of highly qualified director candidates for the 2016 Annual Meeting. 

Concerned Shareholders of Reeds: Breadsticks Anyone?

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Zombie Director Voted Out at Reed’s – Again

Reed'sOnce again, Reed’s (REED) zombie director Daniel S.J, Muffoetto was voted off the board by shareholders at the annual meeting. This time, it has impact. The board, or at least the controlling founder Christopher Reed, got the message.

As I have noted previously, neither Mr. Muffoetto nor Michael Fischman (who was reelected) report owning any stock in Reed’s. Neither earn enough through Reed’s to incentivize active monitoring. Assuming they put in average director hours, as reported by NACD, Mr. Fischman got paid about $3.62/hour for his board work, while Mr. Muffoletto earned about $44.78/hour. How much monitoring and advice would you provide under such circumstances?   Continue Reading →

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Reeds Renominates Zombie Director Muffoletto

A majority of shares voted to turn them out of office, off the island, you’re fired… but unaccountable boards frequently reappoint a zombie director. Reeds Inc. (REED) flaunts the will of shareholders in renominating Daniel S.J. Muffoletto.  According to the Council of Institutional Investors:

The vast majority of zombies are legally elected due to an outmoded plurality vote requirement that guarantees a candidate’s victory upon receiving a single favorable vote. CII encourages all companies to embrace a majority standard, and the number of companies doing so continues to increase every year. (Zombie Directors Still Haunt Boardrooms Despite New Era of Engagement, 10/29/2015)

The only viable solution to the zombie director phenomenon is to require public companies to adopt a majority voting regime that imposes reasonable limits on the ability of boards to reject the resignation of losing directors. (July 8, 2014, letter to SEC’s Keith F. Higgins)

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Gordon Gekko and Governing Small-Caps: Greed Works

Greed Works

Greed Works

    Few who have seen it can forget the iconic scene from the movie Wall Street when Michael Douglas’s character Gordon Gekko stands up, microphone in hand, at Teldar Paper’s shareholder meeting and says: “The point is, ladies and gentleman, that greed, for lack of a better word, is good. Greed is right, greed works.” Cinematic legend. What if it’s also the key to better small-cap corporate governance? Continue Reading →

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    Society of Corporate Secretaries & Governance Professionals: Part 1

    Society of Corporate Secretaries & Governance Professionals

    What a mouthfull. The 2015 National Conference in Chicago, 6/24-27, was my first time attending one of their events. Even though I’ve been blogging about corporate governance for almost 20 years, I didn’t know what they call themselves?  SCSGP? Even that is a mouthful; without vowels how would I pronounce it? Maybe “Corporate Secretaries?” It turned out to be just the “Society.” Like Modonna, Yanni, Sher, Twiggy, Enya, Charo, Bono and Voltaire, only one name is needed.  All those other societies will have to come up with other options to avoid confusion.  Continue Reading →

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    Reed’s, Inc. (REED) – Proxy Score 43

    Reed'sReed’s, Inc. (REED), which develops, manufactures, markets, and sells natural non-alcoholic carbonated soft drinks, kombucha, candies, and ice creams, is one of the stocks in my portfolio. Their annual meeting is coming up on 12/12/2014. Reed’s is still too small to be covered by ProxyDemocracy.org.  I voted with management 43% of the time and assigned them a proxy score of 43.

    View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Reed’s, Inc. 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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    Reeds: Proxy Access Still Needed

    ReedsLast Year’s Proxy Access Proposal

    Last year I introduced a proxy access proposal at Reeds (REED) calling on the Board to allow 1% shareowners holding for two years to place their director  nominees (up to 24% of the board) on the proxy. It also would have allowed a party of 25 or more $2,000 one year shareowners to place an equal number of nominees on the proxy. Since Reeds had a five member board, the proposal would have allowed for up to two shareowner nominees from two non-coordinating parties. Continue Reading →

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    Reeds Inc (REED): Examining The Vote

    ReedsTshirt1

    Reeds Hippie T-Shirt

    ReedsRedAs some readers noted, I put in more effort at Reeds Inc. (REED) than at many of my other holdings, proposing proxy access and writing about the problems at Reeds four times before the annual meeting, even doing a short video.

    My rationale is that while I am a small shareowner at both Apple and Reeds, for example, my proportionate share at Reeds is much larger. So, focusing more on Reeds makes sense for me personally. In addition, while other companies in my portfolio get plenty of attention from the financial press and often from other shareowner activists, Reeds does not. Additionally, although Reeds has great products, it is far from reaching its full potential.

    I recommended against directors Muffoletto and Fischman because they own no shares, for a say-on-pay frequency of once each year to ensure annual accountability and, of course, I favored my own proxy access proposal to give shareowners a stronger voice going forward. Glancing at the 8-K report filed by Reeds after the AGM, you might think shareowners were in complete agreement with management. However, further analysis reveals otherwise. Continue Reading →

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    Last Opportunity to Vote for Proxy Access at Reeds Inc. (REED)

    ReedsRedReeds, Inc $REED; you read the Proxy, the crazy Preliminary Proxy, and the rationale for proxy access. You’ve seen the movie, where I  explained the need for proxy access Now, don’t forget to vote! The annual meeting is December 20, 2013.  According to ProxyVote.com, Internet voting is accepted up to 11:59 p.m. (ET) the day before the meeting/cut off date. That’s Thursday! Below are my proxy recommendations.  Continue Reading →

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    Video Friday: Vote "For" Proxy Access at Reeds Inc. (REED)

    REEDGojiGinger_KombuchaMy first effort to record a video on corporate governance is about my proxy access proposal, now being voted on at Reeds Inc. (REED).  The video below explains Reeds’ great potential and why I submitted a 2013 shareholder proposal to allow shareholders proxy access for up to two director nominees.

    Did you know 40% of our Board members own NO stock in our company or that directors are expected to show up for 10 Board meetings a year (plus various committee meetings) but are paid as little as $750 for their service? For that kind of work, with such little financial reward, what is their motive? Are they really Continue Reading →

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    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 →

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    Reeds Inc. (REED): The Case for Proxy Access & How I Voted

    ReedsIn mid-July I e-mailed investor relations at Reeds Inc. $REEDGojiGinger_Kombucha ([email protected]) asking if REED had a classified board or plurality requirements for director elections. Can shareowners call a special meeting or act by written consent? What supermajority requirements are in place re M&A or other actions? No response. This surprised and disappointed me since they were prompt in answering previous e-mails: Make kombucha; we’re already working on it. Try one with coconut water and ginger; good idea. Where can I find Reeds Kombucha in Sacramento?; here’s a list.

    According to FactSet Research Systems, “insider/stake ownership” at REED is 33.5% of the company’s float. Being almost a controlled company, maybe they don’t feel the need to respond to inquiries from ‘outside’ shareowners about the firm’s corporate governance.  They not only didn’t answer me, they blocked me from following their Twitter feed. Maybe management and the current board think the less outside shareowners know, the better for them? Continue Reading →

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    Investor Forums

    forumInside Investor Relations (IR) had an important article on July 30th, On the Way to the Investor Forum that raised the question: do companies really want to encourage their shareholders to chat about them in online forums? Wouldn’t it create a lot of work for investor relations officers (IROs) “who are responsible for monitoring these online groups, responding to any misinformation posted on them, dealing with legal and other consequences?” Continue Reading →

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    Reeds, Inc. (REED): My 1st Attempt to Collaborate Through Sharegate

    sharegateReedsI’ve started to use Sharegate.com to network with other shareowners around specific companies. The first company I’m working on through Sharegate is Reeds (REED). I think our company’s product line is strong but management and the board appear to be weak in distribution skills. After years of refining and growing their fine products, #REED still is not profitable.

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