Tag Archives | Tim Smith

Virtual-Only Shareholder Meetings: Anathema or Convenience? (Part I)

The first part of an in-depth look at Virtual-Only Shareholder Meetings, a new front in corporate-investor engagement.

Scenario 1: In-Person Shareholder Meeting

A shareholder proposal calling for the chairman’s resignation is coming up for vote at the physical annual meeting of Acme Inc.

In the packed hall, a supporter of the proposal rises to her feet and begins to describe exactly why the chairman must resign, making fulsome reference to his incompetence in negotiating the latest CEO’s pay package, dealing with the former CEO’s sexual misconduct and a botched acquisition that halved the company’s market cap. Continue Reading →

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Conoco Virtual Only Meetings Targeted

Conoco’s virtual only annual meeting is the target of a shareholder proposal by the Sisters of St. Francis of Philadelphia. A similar proposal was filed at Comcast. The Conoco resolution has already been cofiled by the Church of the Brethren Benefit Trust and the Needmor Fund, a Walden client.

As responsible shareholders, we believe good corporate governance includes the opportunity for shareholders to meet face-to-face with the company’s Board and management at the Annual Shareholders Meeting.

Tim Smith of Walden Asset Management stated

The decision to move an annual meeting to cyberspace has moved far beyond a minor internal management decision and become an important governance matter for companies. Imagine if companies facing major controversies had decided to forgo physical meetings. If a company faces debate on their comp package or its climate change position or has votes on shareholder resolutions it is also a problem to have a disembodied discussion on line for a  stockholder meeting.

For more views, see Nuns tell companies to get real over virtual AGMs @FT and In Depth: Growth in Virtual-Only Meetings a Concern for Institutional Investors @ Chief Investment Officer.

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Climate Risk – Walden Moves BlackRock

Walden Moves BlackRock: Background

A number of investors, led by Walden moves BlackRock on climate Risk. Walden Asset Management and the Center for Community Change, along with the City of Seattle Employees’ Retirement System and First Affirmative Financial Network, filed a shareholder resolution requesting a review of BlackRock’s proxy voting process and record on climate change.

Following extensive engagement and constructive dialogue between BlackRock, Walden and a number of investors, the shareholder resolution was withdrawn. As a result of the dialogue, BlackRock has updated its website to provide fresh insights into the ways it believes climate change creates risks and opportunities for companies. BlackRock also noted that climate risk will be a priority for their engagement with companies and boards throughout 2017 and 2018. Continue Reading →

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Vanguard: Review Climate Change Voting

Vanguard Asked to Report on Climate Change VotingWalden seeks co-filers for resolutions asking Vanguard to review and report on its proxy voting policies and practices related to climate change.

It is rare when investors file a resolution with a mutual fund since most funds don’t hold regular annual meetings. Nonetheless the act of filing puts the fund on notice that participants are concerned about their voting record on issues like climate change. Tim Smith shared this new resolution with Vanguard, which as many know signed onto the UN’s PRI.

It is significant that investors are questioning their proxy voting record on issues like climate change. Continue Reading →

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Wells Fargo Receives ICCR Resolutions

Wells Fargo

Wells Fargo Receives ICCR Resolutions

Shareholders of Wells Fargo $WFC and members of the Interfaith Center on Corporate Responsibility today announced that they have filed multiple resolutions as a result of fraudulent activities uncovered by the Consumer Financial Protection Bureau (CFPB).

Wells Fargo recently reported a $185 million settlement with the CFPB due to widespread and systemic illegal acts of consumer fraud, including setting up two million deposit and credit card accounts for customers without their permission. Continue Reading →

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Tim Smith Honored by ICCR

Tim Smith (a few years back)

Tim Smith (a few years back)

On September 29, 2016 Tim Smith, Walden Asset Management’s director of ESG Shareowner Engagement, will be honored at the annual event of the Interfaith Center for Corporate Responsibility (ICCR) for his decades-long, indefatigable leadership shaping the landscape of shareholder advocacy for more just and environmentally sound business policies and practices.

Tim is the first secular recipient of the ICCR Legacy Award, a recognition of his nearly quarter-century history at the helm of ICCR as well as 16 years at Walden where he continues to demonstrate daily how shareholder leverage can be an effective vehicle for positive change.

ICCR describes Tim as having had a profound impact on the field of sustainable and responsible investing, noting:

Tim plays a valuable role in virtually every ICCR program area but has been an especially effective leader of investor engagements on climate change and on governance topics including lobbying and political spending, executive compensation and separate Chair/CEO, as well as board diversity.

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Lobbying Disclosure: Companies Respond

lobbyingShareholders have been urging companies to fully disclose the lobbying they do directly and through trade associations and third parties for six years now. This year 66 investors joined in filing resolutions with 50 companies seeking expanded lobbying transparency. Twinned with calls for disclosure of political spending aimed at affecting elections, this effort has had a steady positive effect. For example, this year companies including Raytheon, CenterPoint and DuPont came to agreements with investors to expand their lobbying disclosure.

We also find that many companies, even if they do not want to fully disclose, have expanded their reporting on items like Board oversight, priority issues they lobbied on, whether and when they did grassroots lobbying, making it easier to access their quarterly Senate reports or disclosing specific dollar amounts spent on federal lobbying. Continue Reading →

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Interfaith Center on Corporate Responsibility Welcomes New CEO, Josh Zinner

ICCR

Josh Zinner

Josh Zinner

ICCR’s Board of Directors announced that Josh Zinner will be assuming the role of ICCR’s new Chief Executive Officer, effective January 4th2016.

Josh Zinner comes to ICCR with 20 years’ experience as a non-profit leader, coalition-builder and policy advocate. For the past eight years Josh has co-directed the New Economy Project, an organization that works with community groups to promote economic justice – through policy advocacy, litigation, coalition building, shareholder action, community education, and research – and has been at the forefront both locally and nationally in the fight against discriminatory financial practices. Continue Reading →

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Sustainable, Responsible, Impact Investing: Part 4

Sustainable, Responsible, Impact InvestingThis is the third in a multi-part series on the main program of the 25th annual SRI Conference on Sustainable, Responsible, Impact Investing held November 9–11, 2014 at The Broadmoor in Colorado Springs. See also Video Friday: What is Sustainable, Responsible, Impact Investing?Violating Indigenous Peoples’ Rights Increases Industry RisksSurveys: Nonprofit Board Members & SRI 2014 Conference Attendees25th Annual Conference on Sustainable, Responsible, Impact Investing, Part 1, Part 2, and Part 3. The Agenda page of the Conference site now has links to video, audio and presentation slides.

Building a Cleaner Future: Reducing Climate Change Before It’s Too Late

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UNFI Vote: Have We Turned the Corner on Annual Elections?

J. McRitchie, UNFI Shareowner

My proposal to declassify the board at United Natural Foods, Inc. ($UNFI) passed by an overwhelming margin of 87.89%:

  • 38,086,048 for
  • 5,248,963 against

See their 8-K filing. Text (pdf) of proposal and opposition. Of course, the margin would have been even higher without insider holdings and blank votes going to management. Have we turned the corner on declassification measures to the point where companies might as well throw-in the towel and declassify when faced with such proposals? Continue Reading →

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UNFI Locked Out ShareOwners but We Voted to Declassify the Board: Company Now Seeks Feedback on Meeting Format

I attended a virtual-only meeting of United Natural Foods, Inc. yesterday and was pleased that a majority of shares were voted in favor of my proposal to declassify the board. That, combined with a move to majority vote requirements for directors a few years ago, helps move UNFI ($UNFI) into the center of the pack with regard to corporate governance. However, I am very disappointed with the lockout style annual meeting. They said they are open to change. Of course, that may depend on shareowners providing feedback. I hope you will join me in requesting changes. I tell you how at the end of this post and I make it a painless cut and paste exercise.   Continue Reading →

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Corporate Governance Bites

Continuing challenges to exclusive forum bylaw provisions – Lexology

An increasingly popular trend in recent years has been the adoption by Delaware public companies of an exclusive forum provision in their bylaws. An exclusive forum provision generally provides for the Delaware Court of Chancery to be the exclusive forum for certain disputes (including derivative actions, breach of fiduciary duty claims, claims arising pursuant
to the company’s charter or bylaws and other shareholder litigation) against the company — and prohibiting such suits in other jurisdictions. Expected benefits cited by companies of adopting exclusive forum bylaw provisions include decreased litigation costs, avoiding parallel litigation in multiple jurisdictions and the predictability of Delaware courts. Continue Reading →

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