Tag Archives | shareholder proposals

McRitchie 2019 Proxy Season

McRitchie 2019 Proxy Season Win for Market Beta

McRitchie 2019 proxy season results are not something I normally report. It feels too much like bragging. I do my work to drive better, more accountable corporate governance. However, the SEC’s Division of Corporate Finance is “considering recommending that the Commission propose rule amendments regarding the thresholds for shareholder proposals under Rule 14a-8.” It is […]

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Quora Stock Market Question

Quora: Stock Market Good or Scam?

I posted one of several responses to the following question on Quora: Do you find investing in the stock market a good investment strategy or a scam? I thought my blog readers may also be interested in what I posted to Quora. Here it is with minor changes. (more…)

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Netflix Approach to Governance

Netflix Approach to Governance: One-Sided

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 […]

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Berry Global Group

Berry Global Group Adopts Majority Vote

The Board at Berry Global Group ($BERY) is moving toward more democratic governance, thanks to the efforts of a retail shareholder who would be denied the right to file proposals if the Chamber of Commerce, Business Roundtable and others had their way. The Berry Global Group has adopted proposals submitted by the same small retail […]

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The CEO Pay Machine (cover)

CEO Pay Machine Destroying America

The CEO Pay Machine: How it Trashes America and How to Stop it (Amazon) by Steven Clifford should be mandatory reading for all compensation committees and those who vote proxies for large funds. The book is easily read and understood by the layperson. It also includes the fact-based evidence needed to convince fiduciaries that voting against […]

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Shareholder Proposal Reform

Shareholder Proposal Reform Rebutted

The U.S. Chamber of Commerce Center for Capital Markets Competitiveness (CCMC) released a paper on shareholder proposal reform, which contains a “set of recommendations for the SEC on fixing the broken Rule 14a-8 system in order to protect investors and make the public company model more attractive.” See also the Chamber’s press release, U.S. Chamber Offers Recommendations to […]

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lobbying disclosure

Lobbying Disclosure Sought by Investors

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 […]

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Withdraws Shareholder Proposal

Who Withdraws Shareholder Proposals?

Who Withdraws Shareholder Proposals and Does It Matter? An Analysis of Sponsor Identity and Pay Practices is the title of an import study in the November 2015 issue of Corporate Governance: An International Review. Examination of this topic is long overdue. Companies constantly take full credit for corporate governance reforms, such as the addition of proxy […]

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Proxy Access: Keith Higgins Speaks on SEC’s (i)(9) Review

Yesterday (2/10/2015), Corp Fin Director Keith Higgins delivered this interesting speech entitled “Rule 14a-8: Conflicting Proposals, Conflicting Views.” There are some really interesting things in this speech on counterproposals, etc., although there isn’t much that helps those companies grappling with proxy access shareholder proposals this proxy season (but there is some, such as #6 below). […]

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Take Action: Join Nader's Penny Brigade

Some have argued that Ralph Nader started socially responsible shareholder activism with Campaign GM, when the group filed shareholder proposals to expand GM’s board to include consumer advocates and empower shareholders to place their board nominees on GM’s proxy ballot (proxy access).  According to a recent article in the WSJ, the longtime consumer advocate is now putting […]

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Harvard's Shareholder Rights Project

This guest post by Lucian Bebchuk originally appeared on the Harvard Law School Forum on Corporate Governance and Financial Regulation on April 9, 2013 as Wachtell Lipton Was Wrong About the Shareholder Rights Project and is reproduced here with Professor Bebchuk’s permission.  Martin Lipton quickly rebutted in a post entitled A Reply to Professor Bebchuk. The Shareholder Rights Project (SRP) is […]

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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 […]

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