Tag Archives | Walden

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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Walden Withdraws Vanguard Proxy Voting Shareholder Resolution

Walden Asset ManagementWalden Asset Management has engaged a number of investment managers and mutual funds on their proxy voting practices, specifically challenging voting records on shareholder resolutions addressing significant social and environmental issues. I see this as a major victory. However, more Vanguard shareholders need to speak out to ensure momentum continues. Contact Vanguard.Vanguard

In 2017, Walden filed resolutions with two Vanguard equity index funds that requested a review of their proxy voting at portfolio companies, particularly on shareholder resolutions focused on climate change. While mutual funds are not required to hold annual meetings for investors, Vanguard scheduled a November meeting for other reasons, thus setting up the opportunity for a vote on the Walden resolution. Continue Reading →

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Climate Risk – Walden Moves BlackRock

Walden Moves BlackRock, Thanks to Timothy Smith

Walden Moves BlackRock, Thanks to Timothy Smith

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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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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Walden Wins ESG Reporting at CLARCOR

clarcorCLARCOR Inc. (CLC) hosted its Annual General Meeting on March 29, 2016. A shareholder proposal led by Walden Asset Management for environmental, social and governance (ESG) reporting received 61% support from shareholders, excluding abstentions.

With this result, CLARCOR joins a small minority of companies to ever experience a majority vote in support of on an environmental or social resolution. According to proxy advisor ISS, just one environmental or social proposal passed out of 474 submitted in 2015. Continue Reading →

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Investors to Oil: Disclose Climate Lobbying

Influence Map to Disclose Climate Lobbying

Influence Map to Disclose Climate Lobbying

Disclose Climate Lobbying: Resolutions Filed at Oil and Gas Companies

Encouraged by the forward‐looking actions addressing climate change at the Paris Climate Conference (COP21) in December, investors have filed shareholder resolutions at 11 oil and gas companies asking them to disclose climate lobbying activities. The resolutions urge the companies to fully disclose their lobbying activities and expenses (direct and indirect through trade associations) and to review their public policy advocacy on energy policy and climate change. Let’s get oil and gas companies to disclose climate lobbying! I sincerely hope readers of Corporate Governance (CorpGov.net) will vote in favor of these resolutions as they appear on corporate proxies. Monitor how others are voting at Proxy Democracy. If you own stock in other oil and gas companies, consider filing similar resolutions. Don’t know how? Check out our Shareowner Action Handbook. Take Action! Continue Reading →

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Resolution: Report Public Policy on Climate Change

Climate Risk DisclosureRecently, with the revelations about Exxon’s past support for climate denial organizations hitting the news, there has been a fresh interest in the ways oil companies have used their lobbying and contributions to oppose climate change solutions. For example most oil companies are members of the Chamber and American Petroleum Association, which recently sued the EPA opposing its clean power plan. Their money and reputation line up working to block regulations that would reduce GHG emissions.   Continue Reading →

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Walden’s BNY Mellon Proposal Seeks Review of Proxy Voting Policies

Walden Asset ManagementHere’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. It is like calling out green-washers for polluting.  Continue Reading →

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Déjà vu: Shareholder Rights Under Attack

WaldenAssetManagement

Timothy Smith

Timothy Smith

The following on shareholder rights by Timothy SmithDirector 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. 

Every once in a long while a group of companies, usually led by the U.S. Chamber of Commerce, launches a campaign to change the rules allowing investors to file shareholder resolutions. Welcome to the latest iteration. Continue Reading →

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Transocean: Now, the Rest of the Story

I get hundreds of e-mails every day and often delete before even glancing if I am especially busy. Fortunately, Timothy Smith of Walden Asset Management also sent out an e-mail on a post by Theo Francis, of footnoted*, that had already hit my trash. We’ve all heard about Transocean’s bonuses for “the best year in safety performance in our Company’s history.”

The bonus incident speaks volumes about Transocean and the tone set at the top of the company. But so do two other details in the filings. First, the company’s board created a Health Safety and Environment Committee in August last year, some four months after the spill. Guess how often it met during the four months between then and the end of the year? Once.

Agenda Item 2 in the proxy is even more eye-opening. To hear the company tell it, the provision is an attempt to “discharge the members of the Board of Directors and our executive management from liability for their activities during fiscal year 2010,” explicitly including the rig explosion and oil spill. It would, Transocean says, not only prevent many shareholders from suing directors and officers entirely — whether by taking part in existing lawsuits or future ones — it would give other shareholders a narrow window of just six months to sue.

Those who vote for the measure give up their right to sue altogether, Transocean says. Those who vote against the measure, assuming they fail to stop it, will have just six months to sue, the company says:

“After the expiration of this six-month period, such shareholders will generally no longer have the right to bring, as a plaintiff, claims in shareholder derivative suits against our directors and executive management.”

And there’s more at Transocean’s quiet risk panel & push for immunity | footnoted.com, 4/6/2011. (apologies to Paul Harvey)

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Walden to Present Chamber Resolution on Floor of AGMs

Investors have been urging companies serving on the Board of the U.S. Chamber of Commerce (“the Board”) to reevaluate their role on the Board. They point to a significant disconnect between the companies’ public commitment to corporate responsibility and sustainability and the Chamber’s aggressive lobbying and political spending against issues ranging from climate change legislation to healthcare reform.

In January, forty-four investors with $43 billion in assets wrote to nearly three dozen companies with representation on the Chamber Board. In March, a dozen investors led by Walden Asset Management began implementation of a new strategy to encourage companies to review their role on the Chamber Board – moving resolutions from the floor of annual stockholder meetings.

While shareholder resolutions submitted for company proxy statements under Securities and Exchange Commission (SEC) rules are a common occurrence, under company bylaws investors are also able to propose a resolution to be moved from the floor for action at the stockholder meeting. These resolutions can be much more direct and specific than resolutions submitted under SEC rules.

To date, floor resolutions addressing Chamber Board membership have been submitted this proxy season to 3M Company, ConocoPhillips, CVS Caremark, Eastman Kodak, JPMorgan Chase and Pfizer. More resolutions are Continue Reading →

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Responsible Investor: Walden's ShareOwner Proposals

Shareowners recognize that with more than 100 members the Chamber’s board is effectively ungovernable, leaving the door wide open for management. There are board committees on different issues, such as the environment, but committees do not govern, they recommend…

A company’s obligation to its shareowners also goes beyond disclosure. Companies also have an obligation to shareowners to oversee the activities of their trade associations. They can have a major impact on companies and pose a range of risks. It is important to understand the principal-agency relationship between companies and trade associations. Principals are responsible for the actions of their agents.

Shareowners look forward to hearing from Accenture, and the other 34 companies, in the very near future. Where do each of you stand as a company and what actions are you planning to take to reduce the dissonance between what you say you are and how that relates to your membership on the US Chamber of Commerce’s board? We know that you sit in many places. We need to know where you truly stand! (Can big US companies stay with the Chamber of Commerce when it contradicts their own policies?, Responsible Investor.)

Stephen Viederman, the author of the post on RI, is a Strategic Advisor to the Christopher Reynolds Foundation and one of the few people I encountered early on in the field of social investing who was also keenly aware of the importance of corporate governance… the rules.

Also interesting:

What if I told you I’d found a political group that for a hundred years had managed to be absolutely right on every crucial political issue? A political lodestone, reliably pointing toward true policy north at every moment. (Why the Chamber of Commerce Has Been Wrong on All the Issues — For 99 Years and Counting, Bill McKibben

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A Failure of Governance

Many leading companies strive to follow best practices in corporate governance, demonstrating responsiveness to investors and protecting shareowner value in the process. Paradoxically these same companies often appear to leave their commitment to good corporate governance at the doorstep when they serve on the board of the U.S. Chamber of Commerce (the Chamber). In so doing, they perpetuate a dismal failure of governance.

How so? Many of these companies demonstrate strong environmental and social policies and urge their suppliers to follow suit. Yet sadly, they are silent at Chamber board meetings despite the association’s aggressive actions to undermine sustainable business practices.

The Chamber has always been a powerful force in Washington, lobbying and influencing elections. In the last two years, led by CEO Tom Donohue, it has attacked a wide range of issues including healthcare, climate change, and financial market reforms. The Chamber announced it would spend $75 million in political campaigns in 2010 with one goal being to unseat all congressional members who voted for health care reform. The funds for this partisan political fight were raised and spent in secret, with no public accounting or transparency.

Similarly, the Chamber, allegedly on behalf of the business community, lobbies, speaks publicly and puts political dollars to work effectively challenging company positions on environmental matters. Recently, the Chamber sued the EPA to block its ability to mitigate climate change through regulation.

The Chamber’s website states:

Directors determine the U.S. Chamber’s policy positions on business issues and advise the U.S. Chamber on appropriate strategies to pursue.  Through their participation in meetings and activities held across the nation, Directors help implement and promote U.S. Chamber policies and objectives.

Hence Walden, with other investors, has discussed with dozens of companies how membership on the Chamber board may be perceived as supporting the Chamber’s policies. Sadly, we are learning that Chamber board members rarely speak out publicly, or even privately at Board meetings, to challenge its anti-environmental positions. Nor do they confront the Chamber on its partisan political activities.

Clearly there are multiple contradictions between the environmental policies of Accenture, IBM, Pepsi, Pfizer, and UPS – all board members – and the Chamber’s antagonistic actions against climate change legislation and regulation. Yet, as Board members they set and oversee these very policies and campaigns that undercut their companies’ positions – a perplexing way to spend shareowner dollars.

It is time for Chamber board members to end this pattern of compliant and passive acceptance. It is not acceptable to allow anti-environmental policies to flourish and partisan political campaigns shrouded in secrecy to be the order of the day. A respect for good governance requires companies sitting on the Chamber board to stand up and be counted or head for the exit.

Guest post by Timothy Smith, Senior Vice President and Director of ESG Shareowner Engagement at Walden Asset Management, a leader in socially responsive investing since 1975.  See also, Resolutions Challenge Chamber Board Members on Political Expenditures, 11/15/2010.

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Resolutions Challenge Chamber Board Members on Political Expenditures

Investors recently announced filing of shareowner resolutions at several corporations with board members who also sit on the Board of the U.S. Chamber of Commerce, challenging these corporate boards to review their policies and oversight of political expenditures, especially through trade associations. The first filings are at Accenture, IBM, Pepsi and Pfizer.

The filers believe each of these companies has strong corporate governance records and is understandably proud of its leadership in corporate responsibility. In addition, IBM, Pfizer and Pepsi have strong vendor standards policies holding their suppliers to high standards of conduct through audits and engagement. However, according to Timothy Smith, Senior Vice President of Walden Asset Management and one of the lead sponsors of the resolutions:

Yet as Board members and major corporate contributors to the U.S. Chamber of Commerce they play a passive and compliant role, remaining silent while the Chamber reportedly poured $75 million into the 2010 election while working to unseat any member of the U.S. Congress who voted in favor of healthcare reform. The Chamber also works vigorously against legislation and regulation on climate change and financial reform. Ironically, the Chamber works to undercut the very leadership these companies demonstrate on sustainability.

Adam Kanzer, General Counsel at Domini Social Investments and a filer of the resolution at IBM, said:

The Chamber of Commerce is an aggressively partisan organization that is standing in the way of solutions to our nation’s most pressing problems, from health care to climate change. We are asking why these companies would lend their good names—and their implicit endorsement— to the Chamber’s agenda, which often runs contrary to their own, stated policies and practices. We are simply asking them to do what directors are supposed to do – ask hard questions and exercise meaningful oversight.

The resolution sponsors argue that a company serving on the Chamber’s Board can be widely perceived as supporting and promoting its policies and programs, which can have a negative impact on a company with a strong reputation for good governance and corporate responsibility, since the Chamber’s own website says:

Directors determine the U.S. Chamber’s policy positions on business issues and advise the U.S. Chamber on appropriate strategies to pursue. Through their participation in meetings and activities held across the nation, directors help implement and promote U.S. Chamber policies and objectives.

The resolution is also expected to be filed with several other companies on the Chamber’s Board, which has over 100 members including, AT&T, Caremark, Caterpillar, Deere & Company, Dow Chemical, FedEx, JPMorgan Chase & Co., UPS, and Xerox. Stephen Viederman of the Christopher Reynolds Foundation, one of the sponsors of the Pfizer resolution said,

As Chamber Board members these companies need to stand up and be counted; clarifying which side they are on. If they differ with the political positions of the Chamber, they need to speak out and make their positions clear.

Controversy about the Chamber’s role in thwarting environmental and climate change legislation led Nike to withdraw from the Board; and PG&E, Exelon, Apple and Levi Strauss to withdraw their Chamber memberships in 2009. In addition, several local Chambers of Commerce have withdrawn their national affiliation.

To date, the 25 filers of these resolutions include a broad range of investors, including Walden Asset Management, Domini Social Investment, the Christopher Reynolds Foundation, Catholic Health East, Catholic Healthcare West, Green Century Balanced Fund, the Funding Exchange, the Needmor Fund, Missionary Oblates of Mary Immaculate, Sisters of Notre Dame Toledo Province, Catholic Healthcare East, the Tides Foundation, Boston Common Asset Management, Zevin Asset Management as well as several individual investors. The list of filers is expected to expand as the proxy season progresses.

I encourage readers to support these resolutions and consider filing their own wherever there are gaps, following the example of the SIF members mentioned above, Shareowner Resolution. Not sure how to file? Sign up for a free class with USPX.

Ron Freund, of the Social Equity Group, wonders if similar resolutions should be placed at major TV owners requesting policies which prohibit political ads from non-disclosed donations.

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Citizens United: Most Won't Engage But Won't Monitor Either

Back in July, I signed onto a letter from the Center for Political Accountability, Walden Asset Management and Domini Social Investment asking companies about their use of new corporate political spending routes opened up by the Citizens United decision.

As of October 7, 2010, 68 companies have formally responded, with several more responses expected.

35 of the responders stated they do not plan to engage directly in any independent expenditure activity. However, relatively few companies have committed to hold their trade associations’ political spending to scrutiny by imposing conditions on dues payments or other means. Other notable trends and highlights in the responses include:

  • Many smaller companies stated that because they generally do not engage in the political process, they do not see the need to implement a policy regarding independent expenditures or trade association monitoring.
  • Several companies stated that they currently or will begin to inform their trade associations that no portion of their dues may be used for political expenditures. Philip Morris International included a template of the communication it sends with its dues payments stating that none of the dues may be used for election activity.
  • Many larger companies declined to answer the questions posed or commit to any increased disclosure.
  • 30 companies stated that they would not engage in independent expenditures, but were reluctant to monitor or impose conditions on their trade association payments or did not address the issue at all.
  • All of the responders in the health insurance industry (Aetna, UnitedHealth, WellPoint) declined to outline their positions on independent expenditures.
  • Several responders appear to still be reviewing the implications of Citizens United and were not in a position to comment on the questions posed in the letter. Some of these responders say they will consider our ideas when formulating their policies.

Further information at Companies spend indirectly on politics (USA Today, 9/8/2010) and in this summary document (pdf)  with 2-3 prominent quotes from all of the responsive companies. Contact: Aaron W. Stanley, Staff Associate, Center for Political Accountability.

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Walden Proposes Spit Chair/CEO at HP

Walden Asset Management filed a letter and resolution (WaldenHPLetterSepChairCEO8-10-10) with HP seeking separation of CEO and chair positions. Given the recent resignation of Mark Hurd (Mark Hurd’s Termination from HP: Case Study), timing seems ripe and important as HP searches for a new CEO. Walden cites Chairing the Board: The Case for Independent Leadership in Corporate North America by the Millstein Center for Corporate Governance and Performance at Yale’s School of Management. HP should take this opportunity to transition to this growing successful model of corporate governance and leadership.

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Devon's AGM (Updated)

John Chevedden recently had one of his more common shareowner proposals at Devon Energy (update at bottom):

Resolved, Shareholders request that our board take the steps necessary so that each shareholder voting requirement in our charter and bylaws, that calls for a greater than simple majority vote, be changed to a majority of the votes cast for and against the proposal to the fullest extent permitted by law. This includes each 67% supermajority provision in our charter and/or bylaws.

Chevedden has assisted me on such proposals. They have typically been winning strong support, often in the 70% and 80% range. His proposal included a supporting statement that noted several other issues with the company. For example, The Corporate Library rated the company “D” with “High Governance Risk,” “Very High Concern” for our takeover defenses and “Very High Concern” for executive pay. See proxy item 3.

Julie Skye presented Chevedden’s proposal at Devon’s Jun 9th AGM. Imagine her shock when the meeting Chair asked if there was a second (there was none) and the Inspector of Elections failed to report out voting results? Fortunately, with assistance from the United States Proxy Exchange, Chevedden was able to cite the fact that in response to Motorola (1987), SEC staff affirmed there is no need for a second on shareowner proposals.

Timothy Smith, of Walden Asset Management, also wrote protesting Devon’s “parliamentary maneuvers to prevent hearing the views of stockholders on a legitimate corporate governance matter” and urging them to “put the vote on the record and properly identify the tally in the 8K form required by the SEC.”

According to Chevedden, the Devon Chair called him and said the proposal passed overwhelmingly and it will thus be reported in the 8-K. Devon had earlier requested a no-action letter from the SEC, relying on Apache and was denied. Interesting coincidence that Apache recently completed its acquisition of Devon Energy’s oil and gas assets in the shallow waters of the Gulf of Mexico Shelf for $1.05 billion.

It is hard for me to believe Devon’s counsel didn’t know that no second is required to present a shareowner resolution at an AGM. Why would a company bother with such fruitless maneuvers? Is anyone grading companies on their performance at AGMs like Lewis Gilbert used to do? If so, they should certainly get a failing grade. Unfortunately, obstruction of shareowner rights, especially at the procedural level, doesn’t get much press. I doubt you’ll be reading of this incident in the mainstream press.

The SEC just posted Devon’s 8-K as this post was scheduled to go live. Here is Devon’s explanation:

A shareholder proposal for a Simple Majority Vote was presented. The Company, in accordance with normal Annual Meeting procedures, asked for a second to the motion for the proposal. There being no second, the vote on the proposal was not called. Subsequent to the meeting, the Company determined upon further investigation that the staff of the Securities and Exchange Commission had actually provided informal guidance on this issue in the form of correspondence issued twenty-three years ago, in which the staff indicated that the voting of proxies received with respect to a shareholder proposal included in a company’s proxy material pursuant to Rule 14a-8 should not be conditioned upon the proposal being seconded at the meeting, absent a second being required by state law or by a company’s governing instruments. Based on this earlier guidance, a second to the motion in support of the shareholder proposal was not required and, accordingly, the vote on the proposal has been certified. A total of 72% of all voted shares were cast in favor of the shareholder proposal. The results of the vote are as follows:

FOR:
250,978,437
AGAINST:
97,625,786
ABSTAIN:
449,800
BROKER NON-VOTES:
43,314,097

Ted Allen, writing for the RiskMetrics Group, Devon Energy Drops Objection to Shareholder Proposal, infers that presenting a proposal at a meeting or getting a second, if required by state law or corporate bylaws, seems like a needless formality, given that the vast majority of votes are cast before a shareholder meeting. Perhaps the SEC should address this relic in its proxy plumbing concept release.

The Devon case is another example of the various SEC, state, and corporate procedural rules that can thwart shareholders in their efforts to bring resolutions to a vote. While most investors vote in advance through electronic means and seldom attend meetings in person anymore, some of the SEC’s requirements for proponents still reflect the ways that shareholder meetings used to be conducted. For instance, under SEC Rule 14a-8(h)(3), a company may exclude a proponent’s resolution for two years if the proponent (or a qualified representative) fails to appear in person to present the proposal and cannot demonstrate “good cause” for failing to attend.

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Major Shift in Proxy Voting Policy at State Street

Last year Walden Asset Management filed a resolution at State Street Global Advisors (SSgA) seeking a proxy review. While SSgA successfully obtained a “no-action” letter from the SEC, their voting practices were still the subject of a debate at the annual meeting. This year United for a Fair Economy picked up the torch and filed a similar appeal. This time, SSgA responded positively and UFE has withdrawn its resolution.

Previously, SSgA voted automatically Against ALL shareholder resolutions on environmental and social issues, whether the issue affected shareholder value or not. Over the years this record had become increasingly controversial and was challenged by a number of SSgA clients including pension funds in Europe as well as investors and environmental groups here in the USA. An internal review found SSgA found its voting in stark contrast to State Street’s own forward looking record on the environment and other CSR issues.

State Street’s review included a comparison to other mainstream investment firms which are competitors. It found that the SSgA proxy voting was an “outlier” in comparison to these firms records. According to Timothy Smith of Walden Assets, SSgA will now abstain if the resolution’s economic impact case is not clear, but will vote FOR resolutions where a strong case regarding how this affects shareholder value is made. This is very similar to Risk Metrics position. SSgA notes it is understaffed to do robust proxy voting so may add staff and of course will look seriously at recommendations of proxy advisory firms they use.

Our congratulations to Walden’s Timothy Smith and to Mike Lapham of Responsible Wealth. This is a significant shift in proxy voting by a major firm. It is great to see SSgA now more fully addressing its proxy voting responsibilities.

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Intel Yields on Virtual Meeting

From a IntelOurPublicStatementRegardingVirtualMeeting: “In the fall of 2009 Intel indicated it was going to attempt an experiment and hold its’ 2010 stockholders meeting entirely on the web, moving from a physical annual meeting to a virtual meeting.

A number of shareholders expressed support for the expansion of the annual meeting via the web, but voiced concerns about the elimination of the physical meeting and the lack of accountability of the Board and top management if there was no physical meeting with in-person interaction possible.  This would be particularly true if stockholder resolutions were being presented or probing questions asked of Board members.

Intel discussed this issue with investors seeking advice on ways to make the virtual meeting as fair and transparent as possible and also discussed concerns about the downside of eliminating the physical meeting.

Concerned investors wrote letters, talked to management and several actually filed a shareholder proposal urging a continuation of physical stockholder meetings.

After deliberation, in January Intel reported to concerned investors that they had decided to continue to hold a physical annual meeting in 2010 and were putting aside the virtual only meeting.

Investors led by Walden Asset Management and United for a Fair Economy (UFE) commended Intel and UFE withdrew the shareholder resolution on the issue. A UFE member had filed the resolution along with Walden clients.

They indicated support for creative expanded virtual access to the stockholders meeting stressing it must be combined with an in-person meeting.

In addition, two other resolutions were withdrawn after discussions with Intel, one asking for increased transparency on succession planning and the other on Board diversity.”

We congratulate Timothy Smith and others involved in these negotiations. Intel made made the right decision. Another important factor in Intel’s decision many have been a threatened “withhold proxy campaign,” from the Investor Suffrage Movement.   (see our prior coverage, Guest Commentary From Glyn Holton: Emergency at Intel, 12/2/09) That group is planning to hold a conference later this year to discuss what safeguards are necessary before they would consider endorsing virtual shareowner meetings. Intel has agreed to participate in that upcoming conference.

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