Tag: shareholder proposals
Shareholder proposals regarding lead director tenure: a harbinger of things to come? (Updated)
by Cydney Posner The topic of director tenure has increasingly become the focus of both academics and investors. Some argue that long-term directors contribute deep knowledge of the company and provide experience, historical memory and continuity to the board — along with the gravitas sometimes necessary to challenge management. Others […]
Why does management seek to exclude shareholder proposals?
by Cydney Posner In this recent preliminary working paper, Why Do Managers Fight Shareholder Proposals? Evidence from No?Action Letter Decisions, academics at the USC Marshall School of Business attempt to determine why corporate management seeks to exclude shareholder proposals: are corporate managers acting as “responsible managers” who view shareholder proposals […]
Environmental shareholder proposals increase in frequency and sophistication, but will they continue to be viable?
by Cydney Posner In this article, the WSJ discusses the increased frequency and sophistication of shareholder proposals regarding the environment. In particular, the piece observes that shareholder proposals focusing on environmental issues have evolved “from requests for greenhouse gas emissions cuts to demands for disclosure of strategies to manage climate […]
Corp Fin issues no-action relief for exclusion of a proxy access “fix-it” proposal (but rejects other requests)
by Cydney Posner In September, I blogged about several pending no-action requests seeking exclusion of proposals from the McRitchie/Chevedden group to revise existing proxy access bylaws on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). As I described it back then, the burning question was whether there […]
Has Corp Fin “evolved” on exclusion of proxy access proposals under Rule 14a-8(i)(10)?
by Cydney Posner Until yesterday, there were five no-action requests regarding proxy access proposals from the McRitchie/Chevedden group awaiting responses from Corp Fin as to whether the proposals could be excluded on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). The burning question was whether there would […]
Individual shareholder proposals—why do they do it?
by Cydney Posner This recent paper from the Rock Center for Corporate Governance at Stanford University, “Gadflies at the Gate: Why Do Individual Investors Sponsor Shareholder Resolutions?” attempts to answer a question I’ve been wondering about for quite a while: why do individual investors invest their time and energy pursuing […]
Corp Fin refuses to permit exclusion of proposal to amend proxy access bylaws under Rule 14a-8(i)(10). Who is gaming the system?
by Cydney Posner Just when we thought we had a handle on the new rules of the game for exclusion of proxy access shareholder proposals comes this new letter to H&R Block, issued on July 21. The proposal, from the prolific James McRitchie (one of the group working with John […]
SEC Chair White discusses potential SEC coming attractions: sustainability reporting
by Cydney Posner In a speech last week to the International Corporate Governance Network Annual Conference, the last agenda item discussed by SEC Chair Mary Jo White was the current state of sustainability reporting. The bottom line: the “issue has our attention.”
Investors challenge fund managers on say-on-pay vote practices
by Cydney Posner Support for management on say-on-pay votes for the 2016 season so far (data as of May 18) continues at about the same level as in prior years – a median approval rate of 95% among the S&P 500, according to Compensation Advisory Partners, with only three companies […]
Shareholder proposals to exclude the impact of buybacks from executive comp metrics — will they become a new trend?
A recurring demand by hedge fund activists is that the target company return capital to its shareholders by buying back its own stock. Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their earnings on repurchases and dividends in 2014, including spending $553 billion on stock buybacks. But, in some cases, conducting a stock buyback can be an ultimatum with which company executives are actually happy to comply. Why? One of the more appealing consequences of the buyback trend for company executives is that, in some cases where compensation performance metrics are stock-price- or EPS-related, buybacks can juice executive compensation, irrespective of the operational success of the company. Now, some governance activists are beginning to challenge whether that favorable consequence should be curtailed.
You must be logged in to post a comment.