This appears to be the first no-action request filed on a proxy access proposal this season. The company asserts that Steiner’s resolution improperly constitutes multiple proposals, is “impermissibly Continue Reading →
Tag Archives | USPX
The Commission has found that dividend matters do not involve “ordinary” business matters because such matters are extremely important to most security holders and involve significant Continue Reading →
Daniel Rudewicz, a USPX member, reports what I would term the first win under recently implemented SEC rules that once again allow proxy access proposal to be filed. As reported earlier, Rudewicz filed a proposal at KSW, a Long Island City, N.Y.-based company with a $19.7 million market capitalization that Continue Reading →
Walgreen Co. (WAG) is one of the stocks in my portfolio. Their annual meeting is coming up on January 11. Voting on MoxyVote.com‘s platform ends January 10. When I last looked, MoxyVote.com had recommendations from seven “good causes,” which included three consolidations. ProxyDemocracy.org had five Continue Reading →
Jason Zweig quoted this 1949 Benjamin Graham statement in his recent WSJ piece Will New Tools Help Small Shareholders Topple Giants?, 1/7/2012): Continue Reading →
The United States Proxy Exchange (USPX) is a experiment premised on the notion that a grass roots movement—by individual shareowners, for individual shareowners and funded entirely by dues of individual shaeowners—can improve corporate governance and address financial abuse. It is too early to say for sure, but based on what we achieved in 2011, the experiment appears to be working. Accomplishments included: Continue Reading →
- Total Realized Compensation in the S&P 500 rose by about 36 percent.
- Total Realized Compensation in the Russell 1000 rose by more Continue Reading →
Bermuda-based energy-drilling contractor Nabors Industries Ltd., already being sued by shareowners over executive pay issues now faces a proxy access proposal filed by CalSTRS and nine public pension funds from Connecticut, Illinois, New York and North Carolina. The company’s stock has lost about a quarter of its value this year. According to New York City Comptroller John C. Liu, who submitted the proposal on behalf of the City’s five pension funds,
Expropriating the corporate treasury to fund egregious CEO pay packages at the shareholder’s expense is both a symptom and a consequence of Nabors’ entrenched board. The only way to fix a recalcitrant board is to enable shareholders to elect directors other than those nominated by that same board.
I’m glad to see Lawrence Hamermesh and I are moving past the “bullet” stage in our discussions on proxy access towards a real dialogue. Although he is no longer calling on boards to ignore the voting results of precatory Continue Reading →
Norges Bank Investment Management (NBIM), manager of the $550 billion Norwegian Government Pension Fund Global, has filed shareholder proposals for binding bylaw proxy access proposals at six US companies (Wells Fargo, Charles Schwab, Western Union, Staples, Pioneer Natural Resources and CME Groupas) part of its efforts to strengthen shareholder rights. According to Continue Reading →
The Media is No Friend of Corporate Directors, writes T.K. Kerstetter. That’s right, and it is time boards took action to avoid giving shareowners good reason to vote against directors or the pay packages they authorize. Kerstetter is upset because after talking to the press about the appointment of former Governor and one-time Nashville mayor Phil Continue Reading →
The respected scholar, Lawrence Hamermesh, writes about the model proxy access proposal published by United States Proxy Exchange (USPX) and asks why an organization whose motto (”Populus Constituit,” the people decide) is so reluctant to file mandatory bylaw proposals, instead of precatory proposals. (Precatory proxy access proposals, The Institute of Delaware corporate and Business Law, 11/15/2011)
Hamermesh speculates USPX members chose the precatory route because “a mandatory bylaw proposal won’t get nearly as high a vote as a diluted, precatory proposal.” He then goes on to argue that boards of directors should “not to take even a majority vote on a precatory proposal seriously,” since “if real bullets had been at stake the stockholders themselves wouldn’t have Continue Reading →
Institutional Shareholder Services Inc. (ISS), the largest proxy advisory, released 2012 updates to its U.S., Canadian, European, and international benchmark proxy voting guidelines.
The global updates are the result of an extensive consultation process that included outreach to and input from institutional investors and corporate issuers worldwide. ISS analysts will begin applying the updated policies to all publicly-traded companies with Continue Reading →
Under the new amendment to the Australian Continue Reading →
Michael Levin argues cites Milton Friedman and Michael Jensen to support an argument that wealth maximization provides investors and executives with apparently the only clear means of setting priorities they really need.
McDonalds Corporation should treat cattle and chickens humanely if doing so will sell more sandwiches profitably, not Continue Reading →
Today, the United States Proxy Exchange (USPX) released a Model Proxy Access Proposal that can be presented to corporations for a shareowner vote under SEC Rule 14a-8 to ensure that long-term shareowners have Continue Reading →
Members of the United States Proxy Exchange (USPX) are celebrating the launch of our new website today. The site is key to our plan to decentralize the organization, a strategy we formulated at a June 11 meeting of long-term members. The new site will provide members with a host of social networking tools aimed at the specific needs of shareowners, allowing us to network and self-organize around core issues. One of many new tools is the ability to create a blog or move a blog to the USPX server, as I have done with CorpGov.net. Hopefully, it will help us move from occupying Wall Street to transforming Wall Street.
The United States Proxy Exchange (USPX) is a non-profit organization, a sort of chamber of commerce for shareowners, dedicated to facilitating shareowner rights Continue Reading →
While little goblins and rock stars roam the streets seeking handouts, USPX members will engage in a conference call on a model proxy access proposal. It has evolved substantially since the initial draft was announced in a way that I think will appeal to both large institutional investors, like public pension funds, as well as small retail shareowners.
There is still time for you to join the USPX and the Proxy Access members group where you will see the most recent draft and information on how to join the conference call, which starts at 8:45 pm EDT. Call limited to 97 participants.
The time has come for shareowners to be allowed to include their own nominees for corporate boards in the proxy materials their corporations send out every year—so-called “ballot” or “proxy access.”
The current system—that only allows shareowners to vote for candidates nominated by the current board—is absurd. The SEC has finally reaffirmed shareowners’ right to submit proposals to corporations that, if adopted, would allow proxy access for those corporations’ shareowners.
A number of such proposals will be submitted for votes at 2012 annual Continue Reading →
Tuesday’s post, Proxy Access for the 99%, is drawing controversy among USPX members, with about 30 comments in the first couple of days. Will we reach consensus or will shareowners simply end up taking elements of the model proposal for their own use?
So far, and we are only two days in, the $2,000 threshold to nominate is the most controversial aspect of the model language. Should that be raised to “a Continue Reading →
Daniel F. Pedrotty, AFL-CIO, posted Why CEO-to-Worker Pay Ratios Matter to Investors to the Harvard Law School Forum on Corporate Governance and Financial Regulations on Thursday August 11. I’ve been meaning to mention it since then, mostly so that I have it file on my blog for future reference. I’ve got almost 16 years of corporate governance history on my blog (and more from my old site on my laptop, still waiting to migrate). This is one document I think people will be coming back to in the future.
Pedrotty’s post references Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires public companies to disclose the ratio of Continue Reading →
Proctor & Gamble (PG) is one of the stocks in my portfolio. Their annual meeting is coming up on October 11. I voted yesterday using the MoxyVote.com platform. Today is the last day to use it. Tomorrow, you’ll have to use ProxyVote.com. MoxyVote.com had recommendations from 13 “good causes,” which included several consolidations. ProxyDemocracy.org had recommendations from 5 participating funds families.
When it comes to PG, the problem appears to be how to integrate and present the recommendations. Both sites could do a better job in that department, although I do like Moxy’s “Advocate Consensus,” which “represents an overarching opinion of all Advocates on Continue Reading →
- Eliot Spitzer calls on Obama to support Occupy Wall Street. Noting that the movement is amassing support day by day, Spitzer hopes this will encourage President Obama – calling him “flat” on Wall Street and the economy – to speak with “a new and progressive voice.”
- Michael Moore states, “We oppose the way our economy is structured.” Michael Moore talks about his participation in the Occupy Wall Street protests, the goals of the movement and how it’s evolving.
- Keith Olbermann reads the first collective statement of Occupy Wall Street.
- Occupy Los Angeles – We are the 99% – The Beginning & In Depth HD
Scott Cutler, EVP, NYSE Euronext, interviewed Linda Lamel, Compensation Chair, Universal American Financial Corp. for This Week in the Boardroom (video) 9/29/2011.
See also the AFL-CIO’s PayWatch and the Young Turks video. In 2010 the average worker saw a 2.6% increase in salary but a 3.6% increase in the Consumer Price Index. Meanwhile median CEO pay increased 27%.
The emergence of an oligarchy in this country will undermine our place in the world and ultimately our historic form of capitalism, which, in the past, was the route to the middle class for hundreds of millions of hardworking Americans.
The latest evidence of this struggle is the report from the Institute for Policy Studies which found that of America’s 100 highest-payed CEOs, 25 took home more in pay than their companies paid in federal taxes.CEO Pay: Class Warfare, Behind the (New York) Times, 9/2/2011.
Ordinary people using Facebook and Twitter overturned dictators in Tunisia, Egypt and Libya. David Kirkpatrick of Techonomy Media, which promotes the integration of technology with business and social progress, writes “this social might is now moving toward your company… you’d better get out of their way—or learn to embrace them.”
Gary Hamel, one of business’ most eminent theoreticians of management says,
I don’t think it’s crazy to ask if your CEO is the next Mubarak. The elites—or managers in companies—no longer control the conversation. This is how insurrections start.
Says Marc Benioff, CEO of Salesforce.com: “This isn’t just about Arab spring. This is about corporate spring.”
Twitter is a potent broadcast tool for anyone with a following. By “checking in” via a smartphone app or SMS through FourSquare, users share their location with friends. Foursquare allows users to bookmark information about venues and make Continue Reading →
Medtronic (MDT) is one of the stocks in my portfolio. Their annual meeting is coming up on August 25. I voted yesterday using the MoxyVote.com platform. However, it is too late to do that today, so you’ll have to use ProxyVote.com. MoxyVote.com had recommendations from seven “good causes,” which included two consolidations. ProxyDemocracy.org had only two participating funds Continue Reading →
Say-on-pay, somewhat hollow on its own, could be used as a gatekeeper of sorts for corporate waste claims, argues Steven C. Caywood in Wasting the Corporate Waste Doctrine: How the Doctrine Can Provide a Viable Solution in Controlling Excessive Executive Compensation, 12/2010. A revitalized corporate waste doctrine would allow shareowners to have some meaningful power as a safeguard against a board of directors that excessively compensates executives. Using these two tools in tandem would allow shareowners to address executive compensation concerns while not overburdening corporations with regulation and litigation.
A waste claim is a relatively simple one. It is brought by shareholders against a company’s board of directors alleging that the board wasted company assets. Waste can include any distribution of company assets, but the doctrine, when Continue Reading →
Yesterday, the United States Proxy Exchange (USPX) released standards for shareowners to use in making say-on-pay voting decisions. “Say-on-pay” rules mandated by Dodd-Frank allow shareowners to express an opinion on executive compensation at annual meetings. But to make informed voting decisions, shareowners must first assess the compensation packages boards propose. That is not easy, since they tend to be very complex. Even sophisticated business professionals have a difficult time evaluating them, so how can average shareowners hope to do so?
This is not an idle issue. In the 2011 proxy season, institutional investors acted with breathtaking irresponsibility, collectively approving 98.3% of compensation packages. They did this as executive compensation continues to skyrocket. In 1965, CEO pay at large companies was 24 times the average worker’s wages. In 2010, that ratio was a staggering 343 to 1. Responding to the irresponsibility of institutional investors, John Harrington of Harrington Investments commented:
… if fiduciary duty, including ERISA, were truly enforced, lots of trustees, directors, administrators and managers would be in jail.
If shareowners — individual investors as well as small, medium and large institutional investors — do not start voting down the majority of compensation packages, we will have become part of the problem with executive compensation. A simple approach would be to vote against all executive compensation packages, but that would be self-defeating. If boards know compensation packages will be voted down no matter what they contain, they will have no incentive to make changes. Since say-on-pay votes are advisory, they would have no impact.
The USPX guidelines propose easy ways shareowners can review firms’ compensation packages and make reasonable say-on-pay voting decisions. The guidelines are predicated on the belief that some levels of compensation are so outlandish as to be unreasonable irrespective of a firm’s or CEO’s performance. The guidelines assist shareowners in deciding how and where to draw that line.
On November 11, 2010, the USPX released draft guidelines. We received many comments and we made several modest changes prompted by the feedback we received. Drafting the guidelines has been difficult. We have had to balance the inherent complexity of the compensation issue with the need for guidelines that are both simple and relevant.
The current guidelines apply only for compensation at large corporations. (Although during the 2011 season, I have been extending the logic of the Guidelines to small and medium corporations as well by voting down pay where NEO’s received more than median pay last year.) In future releases, we hope to extend the guidelines to small and medium corporations with more precise algorithms. In the mean time, we encourage shareowners to experiment with the guidelines and provide us with feedback on your own application and/or variation of our methodology. Please post feedback directly on the USPX website. Again, here is a direct link to the guidelines.