On November 10, 2010, 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 a reasonable, but not necessarily easy, means for including board nominations in the proxy materials those corporations distribute—so called “proxy access.”

The Model Proposal is designed to achieve legitimate purposes of proxy access without including anti-democratic provisions that have marred other approaches—most notably the SEC’s vacated Rule 14a-11. It provides two alternative ways parties may qualify to nominate: one is mostly suited for large shareowners, while the other is mostly suited for small shareowners. The Model Proposal imposes no hard cap on the total number of shareowner nominations, although it provides safeguards that obstruct parties from seeking a…

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Shareowners of the World: Unite!

 

Take a moment to read my comments at the end of the blog---I mention this ShareOwners.org as one organizing tool.  Jeffrey McCord is spot on in his comments about the role of governance.

 

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 meetings, but the wording is important. Some large institutional investors plan to submit proposals to grant proxy access but I anticipate they will require high thresholds of ownership that will be difficult for even the largest investors to meet. What about the rest of us?



If individual investors—not to mention small and medium sized institutional investors—want proxy access for ourselves, we are going to have to… Continue

First, a correction. In my last post about the 2011 proxy season, I wrote that shareholder resolutions requiring disclosure of grassroots political spending brought by AFSCME to Prudential and Bank of America had met with zero support. That is incorrect.



ProxyMonitor reported the zero vote tally because the votes had not yet been cast. The two AFSCME proposals regarding grassroots lobbying were listed on ProxyMonitor with other, fully tallied 2011 results, including one AFSCME proposal to IBM that received nearly 30 percent support; and I wrongly assumed that that meant the Prudential and BofA proposals had already been voted on. Instead, ProxyMonitor included them simply to show – I guess -- that they had been filed and were on the docket. At the time I wrote my last post, zero results had been reported, because the shareholder… Continue