Tag Archives | Whole Foods Market

Vote Real Proxy Access at Whole Foods

Real Proxy Access at Whole Foods - Give Us the Key

Real Proxy Access at Whole Foods – Give Us the Key (cartoon from old issue of Pensions & Investments)

Today is your last chance to vote for real proxy access at Whole Foods Market Inc. (WFM, $WFM), unless you plan to attend the meeting in San Francisco tomorrow. The annual shareholder’s meeting will be held at the Fairmont Hotel, 950 Mason Street, San Francisco, California 94108 and will begin at 8 a.m. See Pension funds line up in favor of proxy-access bylaw change at Whole Foods

If you do attend, please stop me and say hello. I would love to get your feedback on how shareholders can improve accountability through improved corporate governance. Whole Foods used to be one of the largest holdings in my portfolio. Back in October 2013 shares sold for about $65; today $35 seems to be the threshold to beat.

I used to head California’s cooperative development program, so had a lot of experience with struggling grocers and their co-op wholesale. I invested in Whole Foods Market because their model was something of a hybrid, with its emphasis on teams, employee ownership and organic foods. Let’s discuss how Whole Foods can get its groove back.

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John Mackey & Whole Foods in Spotlight

John Mackey and Marc Gafni Talk Success on YouTube

John Mackey and Marc Gafni Talk Success on YouTube

In the wake of a New York Times story by Mark Oppenheimer about Whole Foods Market CEO John Mackey’s relationship with former rabbi and alleged sex offender Marc Gafni, the company has come under scrutiny. (A Spiritual Leader Gains Stature, Trailed by a Troubled Past)

On December 25th, The Times story reported Gafni saying of one of his alleged victims, “She was 14 going on 35.” Continue Reading →

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Fixing Proxy Access Lite

Whole Foods Market (WFM)As I have mentioned in other posts (see especially Proxy Access Lite: Victories at Whole Foods, H&R Block), several companies have adopted proxy access ‘lite’ with provisions that make implementation excessively difficult and less effective than they would have been under the SEC’s universal proxy access Rule 14a-11.

Although I withdrew proposals at several companies, based on the fact that even adoption of proxy access lite represented real progress, I vowed to circle back and seek more robust provisions through subsequent amendments. I recently filed the first such proposal at Whole Foods Market. Let’s start fixing proxy access lite.  Continue Reading →

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Whole Foods Market: Proxy Score 87

Whole Foods Market (WFM)Whole Foods Market, Inc. (NASD:WFM) is a retailer of natural and organic foods and grocer. The Company has one operating segment, natural and organic foods supermarkets and is one of the stocks in my portfolio. Their next annual meeting is September 15, 2015. ProxyDemocracy.org had collected the votes of four funds when I checked and voted. I voted with the Board’s recommendations 87% of the time. View Proxy Statement.

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

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Proxy Access Win at Biogen & Other Efforts in 2015

Proxy Access in the USMy wife and I don’t have the resources to or stock holdings to allow us to file 75 proxy access shareholder proposals, like New York City Comptroller Scott Stringer’s Boardroom Accountability Project. However, I have been writing about proxy access for 20 years and, together with Les Greenberg, filed the petition in 2002 with the SEC that many have credited with renewing interest in the subject. We hope our efforts, although small, contribute to making companies more democratic and profitable. Continue Reading →

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Proxy Access: Keith Higgins Speaks on SEC’s (i)(9) Review

Broc Romanek

Broc Romanek, Editor of TheCorporateCounsel.net & CompensationStandards.com

Yesterday (2/10/2015), Corp Fin Director Keith Higgins delivered this interesting speech entitled “Rule 14a-8: Conflicting Proposals, Conflicting Views.” There are some really interesting things in this speech on counterproposals, etc., although there isn’t much that helps those companies grappling with proxy access shareholder proposals this proxy season (but there is some, such as #6 below). Here’s some notables from Keith’s speech: Continue Reading →

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Recommendations to SEC-IAC on Proxy Access

Proxy Access Road Building (photo by Erik Johansson)

Proxy Access Road Building (photo by Erik Johansson)

I’m delighted to see “Discussion of Proxy Access” (11:05-12:05 p.m.) as one of the items on the agenda for the SEC’s Investor Advisory Committee (SEC-IAC) at the upcoming February 12th meeting. I discuss two recommendations below. Take Action: Please submit your own and paste into comments below. See comments submitted.

Proxy Access: Rule 14a-11

In light of CFA Institute’s Proxy Access in the United States: Revisiting the Proposed SEC Rule with the following findings, it is time to revisit the SEC’s overturned Rule 14a-11. Continue Reading →

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SEC Withdraws No-Action: Rule 14a-8(i)(9) Suspended

Seal of SEC

The SEC has essentially suspended Rule 14a-8(i)(9) Conflicts with company’s proposal. Shareowners at Whole Foods Market and at many other companies have scored a huge victory.

Last Friday the SEC issued the following:

Statement from Chair White Directing Staff to Review Commission Rule for Excluding Conflicting Proxy Proposals

Chair Mary Jo White

Jan. 16, 2015 The Commission’s proxy rules enable shareholders to submit proposals for inclusion in a company’s proxy materials for a vote at a shareholder meeting, subject to certain procedural and substantive exclusions.  One of the exclusions, Exchange Act Rule 14a-8(i)(9), allows a company to exclude a shareholder proposal that “directly conflicts” with a management proposal.  Due to questions that have arisen about the proper scope and application of Rule 14a-8(i)(9), I have directed the staff to review the rule and report to the Commission on its review.

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CII Requests Change to Whole Foods Proposal

CIIThe Counsel of Institutional Investors (CII) took a very strong stand yesterday, asking Whole Foods Market to amend its proxy access proposal to conform with the “3 percent for three years” standard applicable to groups.

Whole Foods appears to have generated their proposal in direct response to mine in order to obtain a no-action letter from the SEC under Rule 14a-8(i)(9). As reported earlier, I appealed the SEC’s decision on Whole Foods to the full Commission.  Continue Reading →

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Road to Proxy Access Altered Again

Road to Proxy Access (Photo by Erik Johansson)

Road to Proxy Access (Photo by Erik Johansson)

… If the stockholder is to regard himself as a continuing part-owner of the business in which he has placed his money, he must be ready at times to act like a true owner and to make the decisions associated with ownership. If he wants his interests fully protected he must be willing to do something of his own to protect them. This requires a moderate amount of initiative and judgment.  – Benjamin Graham and David Dodd, Securities Valuation, 1934

The most fundamental means for shareholders to act like true owners is to help decide who will represent their interests on the board of directors. It is not so much independent directors that shareowners want, but directors who are dependent on our vote – accountable to us, not to the corporate managers they oversee on our behalf.  Obtaining the right to proxy access has been a long and perilous road.

On December 1, 2014, SEC staff effectively cut the road, giving a free pass to every group of entrenched board members and managers that seeks to prevent proxy access and direct accountability to shareowners.  Continue Reading →

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Wayback Machine: Five, Ten and Fifteen Years Ago in Corporate Governance

Five years ago in Corporate Governance

Whole Foods Market Inc. (WFMI) says federal securities regulators are recommending that no action be taken against the grocery chain over anonymous postings on financial-news Web sites by its chief executive. Mackey’s postings, including many to CorpGov.net publisher James McRitchie, surfaced when they were included among a trove of documents that Whole Foods turned over to the Federal Trade Commission, which was examining whether the purchase of Wild Oats violated antitrust standards. (Whole Foods Not Penalized Over CEO’s Web Postings, WSJ, 4/28/08) DisclosureThe publisher of CorpGov.net is a WFMI shareowner.

WSJ, using data from Broadridge Financial Solutions, reports that 80 companies that have switched to e-proxy. Only 4.6% of individual shareholders voted under e-proxy, a sharp decline from the 19.2% when the companies sent out traditional paper ballots. Continue Reading →

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