Tag Archives: NYC comptroller

More opposition to the virtual-only annual meeting

by Cydney Posner

In case you missed it, Gretchen Morgenson’s column in the Sunday NYT railed against virtual-only annual meetings, which according to her data (provided by Broadridge), have increased in number from 21 in 2011 to 154 in 2016.  And joining in the condemnation of the practice was NYC Comptroller Scott Stringer, who, you may recall, submitted 75 shareholder proposals for proxy access at major companies in 2014, triggering the movement toward wider adoption of proxy access bylaws.  Interestingly, the virtual annual meeting was initially viewed as “CPR” for the debilitated annual shareholders’ meeting, which had, over time, evolved into a moribund ritual of corporate governance, as fewer and fewer shareholders were able or willing to overcome the logistical and financial burdens of attendance in person. With virtual technology, large numbers of shareholders were suddenly able to attend meetings on their laptops. Ironically, however, it is shareholders — the designated beneficiaries of the virtual annual meeting — that have raised objections. Continue reading

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NYC Comptroller submits proxy access proposals to 72 companies for 2016

by Cydney Posner

As noted in TheCorporateCounsel.net blog, New York City Comptroller Scott Stringer has once again submitted, on behalf of a number of NYC pension funds, a raft of shareholder proposals for proxy access as part of the Comptroller’s continuing Boardroom Accountability Project.  The list of the 72 companies targeted this year includes 36 companies that received proposals last year but had not yet enacted, or agreed to enact, proxy access bylaws “with viable terms.” Notably, Stringer views companies that enacted  bylaws requiring 5% ownership as “unworkable.” The 2016 list also includes 36 new companies, “with a focus on the funds’ largest portfolio companies as well as coal-intensive utilities, board diversity laggards and companies with excessive CEO pay.” Following submission of the proposals by the Comptroller, 15 of the 72 companies enacted, or agreed to enact, 3% bylaws, and the proposals were then withdrawn at those companies. Continue reading

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