Kenneth Steiner 2022 provides an update on his accomplishments of the last two years and a list of shareholder proposals for the upcoming 2022 annual meeting season. Since I last posted on CorpGov.net two years ago there have been enormous gains in shareholder rights and positive results from companies at which I have submitted stockholder […]
ICCR Proxy Resolutions and Voting Guide now includes all proposals filed so far for the 2022 season by Corporate Governance. I could not be more delighted, since this is the group that is most responsible for inspiring my own work! ICCR has published its Guide every year since 1974. The 2022 Guide discusses 436 resolutions filed by […]
SEC Trampled Rights. September 23 was a bad day for shareholders, society, and the environment. It was an action typical of the Trump Administration, where political appointees work counter to the missions of regulatory bodies. The only significant “support” for the amendments from shareholders came from a few fake letters, which Chairman Clayton read into […]
Shareholder-Driven Stakeholderism (U of Chicago) by Cathy Hwang and Yaron Nili argues the Business Roundtable Statement of the Purpose of a Corporation should be seen as another way to entrench management, instead of disarming greedy profit-driven shareholders. Analysis of data, drawn from companies in the S&P 1500, found shareholders, not management, “have been the driving force behind […]
Bill Steiner Had Huge Impact Bill Steiner would have seen the 2020 proxy season as a busy and exciting one for individual shareholder activists. While the SEC considers changes (your comments can still have impact, even if submitted late) to reduce the influence of shareholders, so called “gadflies” continue to demonstrate leadership, effectiveness and ability […]
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…)
Below is an ICCR letter to the BRT from Josh Zinner commending them on their recent acknowledgement of the value of stakeholders and asking them to reassess their opposition to shareholder resolutions. I have added a few links to the ICCR letter to the BRT. I look forward to hearing more from Josh today at the […]
The Northern Trust Corporation (NTRS) is moving toward more democratic governance, thanks to a proxy access proposal submitted on my behalf by John Chevedden in November. Since I own no where near 1% of NTRS (market cap $23B), we would have been denied the right to file the proposal if the Chamber of Commerce, Business […]
William Steiner recently became the most experienced shareholder activist alive to win majority votes for shareholder proposals at public companies. A few months ago, he celebrated 40 years of shareholder activism with an overwhelming victory at Haemonetics Corporation (HAE). The following is based on an interview with Mr. Steiner by his son, Kenneth Steiner, who […]
Retail shareowners own about 1/3 of shares traded in the United States but vote only about 1/3 of the shares we own. Moreover, when we do vote, we frequently do so by blindly or unknowingly voting with management. In Part 1 and Part 2 of this series, I explored five internet platforms that were designed […]
In response to proxy access proposals filed this year, both Whole Foods Market (WFM) and H&R Block (HRB) have adopted proxy access. While I had filed standard proposals seeking the ability of shareholders with 3% of shares held for 3 years to be able to nominate up to 25% of the board, both companies adopted […]
The Walt Disney Company $DIS will hold their annual meeting tomorrow (3/12/2014). Today is the last day to vote unless you attend the meeting. My voting recommendations are at The Walt Disney Company (DIS): Proxy Score 79. Since that post a few additional funds have voted and there has been further debate: (more…)
Engagement is, or should be, the common theme of our three videos. CalPERS argues it gives them a seat at the table. Professor Damodaran extols the importance of engagement as a possibility. As a shareholder, what avenues are open? In Davos, I think they looked through the wrong lens. Instead of engagement, they focused on an […]
Disclaimer: I’m sharing a few notes from Directors Forum 2015 held at San Diego University beginning 2/25/2015 and ending 2/27/2015. The Forum was held under the Chatham House Rule, so you won’t read any juicy tidbits here. However, I do hope to give readers some flavor of the topics discussed and a little on the general […]
In case you missed it last weekend, Donna Dabney, Executive Director of the Governance Center at The Conference Board posted this November 14th presentation by Dr. Yvan Allaire presented at the Annual Meeting of The Conference Board Governance Center. His talk was titled Do activist interventions create long term shareholder value? Allaire reviews a lot of studies and […]
Here’s one of the most interesting proxy proposals I have seen so far during this new season. I wasn’t aware of similar resolutions filed by Zevin until recently notified by Timothy Smith. If BNY Mellon is a PRI signatory, why are they consistently voting against what PRI stands for? Let’s see more proposals like this. […]
I’ve previously written two posts on California’s Savings Plus program and how one major contractor, Northern Trust has voted. (Part I & Part II) Below, I compare the votes of Northern Trust on proxy proposals with those recommended by the AFL-CIO. A similar exercise could be performed at any deferred compensation plan. Shareholders have voting rights, […]
When a company moves its shareholder meeting to a remote location, it is often associated with bad news, according to Evasive Shareholder Meetings (NBER Working Paper No. 19991) by Yuanzhi Li and David Yermack. The study finds that “companies are more likely to announce unfavorable quarterly earnings in the aftermath of long-distance meetings, and these […]
There are good neighbors. Then there is Nabors Industries, Inc. Those were the opening sentences of another excellent editorial at Pensions & Investments (Test of Governance Wills, June 30). See their cartoon at right, which is very close to portraying the truth about Nabors. (P&I’s other outstanding recent editorial was Winning over proxy voters, May 12.) […]
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. […]
EMC Corporation $EMC is one of the stocks in my portfolio. Their annual meeting is coming up on 4/30/2014. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 4/22/2014. I voted with management 13% of the time. View EMC’s Proxy Statement, which is user friendly. (more…)
Announcing the second Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Last year’s winner was Peabody Energy for their choice of Gillette, Wyoming, a town with less than 30,000 residents. Nominations are now being accepted for 2014. Yuanzhi Li and David Yermack studied the location […]
I joined for what was billed as a ‘fireside chat’ style presentation featuring Anne Simpson of CalPERS, Ralph Whitworth of Relational Investors, LLC, and Katherine Rabin of Glass, Lewis & Co., who will address the hot topics of this year’s proxy season. “Bring your burning questions and get the opinions of these experts.” (more…)
Broc Romanek‘s CorporateAffairs.tv has started with a bang and plenty of early content in the form of brief videos that even those of us with attention deficit disorder can watch without missing a beat. Some in the ‘entertainment’ category are not so much for me. Still, it is great to see Broc and friends having […]
From a CSES Lecture Series event held on February 6th, 2014 at Cornell University. Gerald (Jerry) Davis presented his research “The Coming Collapse of the American Corporation (and What Comes Next)?” Shareholder-owned corporations were the central pillars of the US economy in the twentieth century. Due to the success of the shareholder value movement and […]
Below are some notes I took during the morning sessions at the Corporate Directors Forum 2014, held on the beautiful campus of the University of San Diego, January 26-28, 2014. This year, I was only able to attend on January 27th. The program was subject to the Chatham House Rule, so there will be little in the way of attribution […]
After posting Cisco Systems: Prime Target For Proxy Advisor Competition, Cisco Systems: Proxy Proposal #5 – 11 Q&A, and Cisco Systems (CSCO): How I Voted – Proxy Score 56 I am still getting the most basic question from funds trying to determine how to vote. That’s understandable. People lack the time necessary to analyze proxy issues. That’s one of […]
This timely book, edited by Joan Loughrey, brings together academics and practitioners to assess the efficacy of directors’ duties, or lack thereof, regarding shareholder litigation in the wake of the financial crisis. Although primarily focused on the UK and the Companies Act of 2006, the part played by the US and its regulatory scheme is not […]
Rose, Paul and Sharfman, Bernard S., Shareholder Activism as a Corrective Mechanism in Corporate Governance (September 11, 2013). Ohio State Public Law Working Paper No. 225. Available at SSRN. Type: Theoretical Research Issue: How can activism be utilized to allow corporate decision making to be executed in the most efficient manner? (more…)
Inside 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 […]
Activist, John Chevedden pushed for Google to change its capital structure to give all shares an equal vote. Most of us own Class A stock with one vote per share. But Google co-founders Larry Page and Sergey Brin, along with Chairman Eric Schmidt, control about 64% of the votes through Class B stock with 10 […]
No time for my own analysis, but I though readers should be aware of this recent paper. Sharfman, Bernard S., Shareholder Wealth Maximization and its Implementation under Corporate Law (May 16, 2013). Florida Law Review, Vol. 65, No. 5 (2013). Full text available at SSRN. Abstract: As its theoretical foundation, this article accepts shareholder wealth maximization […]
Turkey became the first country to require issuers to offer electronic proxy voting with the 1 October inauguration of a voting platform from MKK called e-GEM. The system will stream annual general meetings (AGMs) real time and let shareowners communicate with each other, vote before the meeting, and even change their vote as an annual […]
How Boards and Management Can Accelerate Shareholder Value Growth Wednesday October 17, 2012, 2pm EDT/11 am PDT, To register for this complimentary webinar, click here. Shareholder value growth is the core challenge of every business and the ultimate (more…)