Tag Archives | special meeting

Walgreens Boots Alliance: Proxy Vote

Walgreens Boots Alliance (WBA), operates as a pharmacy-led health and wellbeing company. It operates through three segments: Retail Pharmacy USA, Retail Pharmacy International, and Pharmaceutical Wholesale. Walgreens opposes giving shareholders more effective proxy access to enable us to place nominees on our company’s ballot. Additionally, Walgreens opposes lowering the threshold to enable shareholders to call a special meeting. In short, shareholder rights are lacking. Without changes, Walgreens is likely to continue to lag the Nasdaq, as it has done for the last one and two year time periods.

The annual meeting is coming up on January 17, 2018. I voted with the Board’s recommendations 47% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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$UNFI: Proxy Voting Guide

$UNFI, United Natural Foods, Inc. distributes natural, organic, and specialty foods and non-food products in the United States and Canada. The company operates through three divisions: Wholesale, Retail, and Manufacturing and Branded Products. $UNFI opposes giving shareholders effective rights to allow shareholders to call a special meeting and opposes putting change-in-control agreements to a shareholder vote.  Without such changes, $UNFI is likely to continue to lag the Nasdaq, as it has done for the last one, two and five year time periods. (See 5-year returns above.)

Most shareholders don’t vote because reading through 75 pages of the proxy AND many more pages of appendices are not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read these posts related to my portfolio for the last 22 years and trust my judgment (or you don’t want to take the time to read it), go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts. The annual meeting is coming up on December 13, 2017. I voted with the Board’s recommendations 50% of the time.  Read Warnings below. Continue Reading →

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Caterpillar Inc Proxy Voting Guide

Caterpillar Inc Proxy Statement

Caterpillar Inc Proxy Voting Guide by CorpGov.net

Sorry, this Caterpillar Inc Proxy Voting Guide comes late, since tomorrow is the last day to vote unless you attend the annual meeting. Caterpillar Inc. (CAT) manufactures and sells construction and mining equipment, diesel and natural gas engines, industrial gas turbines, and diesel-electric locomotives for heavy and general construction, rental, quarry, aggregate, mining, waste, material handling, oil and gas, power generation, marine, rail, and industrial markets. Caterpillar is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two fund families when I checked and voted on the last day. Their annual meeting is coming up on June 14, 2017.

I voted FOR our proposal to reduce the threshold required to hold a special meeting. See how and why I voted other items below. I voted with the Board’s recommendations 70% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →

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International Business Machines Corporation Proxy

International Business Machines Corporation (NYSE: IBM) provides information technology (IT) products and services worldwide.  IBM is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two fund families when I checked and voted. Their annual meeting is coming up on April 25, 2017. I voted FOR Proxy Access, Special Meeting amendments and report on lobbying. See how and why I voted these and other items below. I voted with the Board’s recommendations 42% of the time. View Proxy Statement (index on page 4). Continue Reading →

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Ford Motor: Proxy Score 53

Ford Motor CompanyFord Motor Company (NYSE:F, $F) manufactures or distributes automobiles across six continents. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 12, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. Vote AGAINST pay, compensation committee, poison pill; FOR shareholder proposals to transition out of dual class shares and to lower the threshold to call a special meeting. I voted with the Board’s recommendations 58% of the time. View Proxy Statement. Continue Reading →

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Chipotle Mexican Grill, Inc: Proxy Score 37

Chipotle Mexican Grill, IncChipotle Mexican Grill, Inc (NYSE:CMG, $CMG) develops and operates Chipotle Mexican Grill restaurants, which serve a focused menu of burritos, tacos, burrito bowls (a burrito without the tortilla) and salads. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 11, 2016. ProxyDemocracy.org had collected the votes of 2 funds when I checked. Vote AGAINST pay, compensation committee, audit chair, fake management reforms; FOR all shareholder proposals, especially genuine proxy access. I voted with the Board’s recommendations 37% of the time. View Proxy Statement. Continue Reading →

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Bristol-Myers Squibb: Proxy Score 50

Bristol-Myers SquibbBristol-Myers Squibb Co (NYSE:BMY, $BMY) is engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of biopharmaceutical products across the world. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 3, 2016. ProxyDemocracy.org had collected the votes of four fund families when I checked. Vote AGAINST pay, compensation committee – FOR my shareholder proposal to lower the threshold to call a special meeting. I voted with the Board’s recommendations 50% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value. Continue Reading →

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NextEra Energy: Proxy Score 64

Nextera EnergyNextEra Energy Inc (NYSE:NEE), one of the stocks in my portfolio, generates, transmits, and distributes electric energy in the United States and Canada. Their annual meeting is coming up on 5/21/2015. ProxyDemocracy.org had the votes of two funds when I checked and voted on 5/14/2015. I voted with management 64% of the time and assigned NextEra Energy a proxy score of 64.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the NextEra Energy 2015 proxy to enhance corporate governance and long-term value. Continue Reading →

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Ford Motor Company (NYSE:F): Proxy Score 47

fordFord Motor Company (NYSE:F) is one of the stocks in my portfolio. Ford Motor Company (Ford) is a manufacturer of automobiles is engaged in other businesses, including financing vehicles. Their annual meeting is coming up on 5/14/2015. ProxyDemocracy.org had the votes of three funds when I checked and voted on 5/7/2015. I voted with management 47% of the time and assigned Ford a proxy score of 47.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Ford 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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United Natural Foods (UNFI) Moves on Special Meeting Proposal

Manhattan InstituteUnited Natural Foods logoThe Manhattan Institute‘s Proxy Monitor Project would call it another failure by gadfly shareholders, since United Natural Foods Inc. (UNFI) filed and was granted a no-action request by the SEC to exclude our proposal to allow shareowners with 15% of the outstanding UNFI shares to call a special meeting. Since the proposal cannot receive a majority vote from shareowners, the Proxy Monitor Project and SEC Commissioner Daniel Gallagher will count the proposal as a loss for shareowners and a waste of money for the corporation. Continue Reading →

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United Natural Foods (UNFI) & Hain Celestial (HAIN): Win or Loss?

United Natural Foods logoHain CelestialWith John Chevedden‘s help, I recently submitted shareowner proposals to United Natural Foods Inc. (UNFI) and The Hain Celestial Group, Inc. (HAIN). Both have asked the SEC for no-action letters [UNFI (UNFI no-action 8-15-2014 pdf) and HAIN] because they plan to introduce their own proposals on the same subjects. The SEC is likely to grant both requests. Shouldn’t such actions be counted as ‘gadfly’ wins by pundits like the Deal Professor? More importantly, should the SEC grant such no-action requests? Continue Reading →

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Equal Energy Sale – Proxy Vote 50

Andrew Shapiro on Equal Energy

Andrew Shapiro

Guest Post: Andrew Shapiro is Founder, President and Portfolio Manager of Lawndale Capital Management, an investment advisor that has managed activist hedge funds focused on small- and micro-cap companies for over 21 years, one of the longest periods of experience deploying an activist/relational investment strategy today.

The following is a press release from Lawndale. I am an investor on one of the affiliates. I’ve added votes disclosed on ProxyDemocracy and some observations from a recent GMIAnalyst report.   Continue Reading →

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Report From ITC Meeting

Darius Peek

Darius Peek

Guest Post from Darius Peek, a junior at Wayne State University in Detroit, MI, majoring in Finance who presented our proposal to allow shareowners to call special meetings.

ITCITC Holdings (ITC), the nation’s largest independent electric transmission company, held its annual shareholders meeting yesterday at its headquarters in Novi, Michigan. ITC invests in the electric transmission grid to improve reliability, expand access to markets, lower the overall cost of delivered energy and allow new generating resources to connect to its transmission systems. Continue Reading →

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Ford Motor Company (F): How I Voted – Proxy Score 52

FordFord Motor Company $F is one of the stocks in my portfolio. Their annual meeting is on 5/8/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 5/4/2014.  I voted with management 52% of the time.  View Ford’s Proxy Statement, which is user friendly.

Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious CrimeI generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted.  Continue Reading →

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Garment Worker to Access WalMart Annual Meeting

I am delighted to announce that Kalpona Akter, a former garment worker from Bangladesh who is the executive director of the Bangladesh Center for Worker Solidarity, will have access to the floor of the WalMart ($WMT) annual meeting on Friday, June 7 in Bentonville, Arkansas. She has been an outspoken critic of sweatshop conditions in Bangladesh where Wal-Mart is the second largest producer. Ironically, she will be presenting my proposal to allow shareowners to call a “special meeting.” Continue Reading →

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How I Voted: Ford (F) – Proxy Score 64%

Ford ($F) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/9/2013. ProxyDemocracy.org had collected the votes of four funds when I checked on 5/3/2013.  I voted with management 64% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Netflix: A Candidate for Proxy Access

Netflix Inc. (NFLX),  which has lost half its value in the last two years, adopted an antitakeover plan (poison pill) intended to block activist investor Carl Icahn from expanding his nearly 10% stake. They did so without seeking shareowner approval and the pill may make it harder to find a buyer. Writing for the WSJ, Miriam Gottfried notes, Netflix Pill Should Give Shareholders Pause. Let’s hope shareowners do more than just pause; let’s take action! Continue Reading →

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SEC Snookered Into No-Action Again

Looking through a few of the relatively recent no-action letters, I see the SEC continues to buy into substitute proposals at higher thresholds to call a special meeting than those proposed by shareowers. In the latest insult, a no-action letter was issued to Hain Celestial to deflect a proposal from Kenneth Steiner calling for a 10% threshold. Hain substituted their’s calling for a 25% threshold.

Hain argued the proposals were in direct conflict because they include different thresholds for the percentage of shares required to call special shareholder meetings and that there is potential for conflicting outcomes if the shareholders consider and adopt both proposals. It amazes me that the SEC continues to get snookered by this logic.

Maybe we need a new rule. If two substantively similar proposals are passed by shareowners, the one with the highest vote count wins.

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