About: Jessica

As you may recall, 2011 marked the first year that all company proxy ballots were required to have a say on pay vote, giving shareholders the opportunity to have a say in the current executive compensation packages. Last year, 42 S&P 500 companies  did not reach the recommended 70% majority vote threshold. One of those companies was Jacobs Engineering, receiving only 45% approval amidst investor concerns regarding performance and pay alignment.

However, this year, it’s a different story. According to an ISS blog post, “after engaging with investors, the company reduced strictly time-based stock awards, decreased the ratio of stock options in its long-term pay mix, established double-triggered change-in-control vesting provisions for new grants, and raised the CEO’s stock holding requirement to six times.” At its January 26^th meeting this year, Jacobs Engineering received 96% of its shareholders’ support for say on pay measures.

According to a Wall Street Journal article highlighting this topic, say on pay votes have the potential to “sharpen the focus of compensation committees on poor pay practices and increase communication between boards and shareholders about compensation.” We look forward to seeing what shareholders think of this year’s say on pay measures, and we’ll keep you updated as the votes start rollin’ in.

Earlier this week, MarketWatch featured a Ceres press release announcing that 18 oil and gas companies will face shareholder resolutions focusing on climate change, hydraulic fracturing and sustainability risks.

According to the press release, investors are presenting these resolutions on the ballots of companies such as ExxonMobil, Chevron, Chesapeake Energy and ConocoPhilips. Shareholders are requesting the disclosure of the companies’ plans for managing potential environmental and workplace challenges surrounding fracking, greenhouse gas emissions and work place safety. While advocacy groups see the importance in considering the environmental and social impact of everyday corporate actions, disasters such as the recent B.P. oil spill have demonstrated that environmental damage can ultimately hurt the company’s bottom line and shareholder value.

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Big news! Last Thursday, Hormel announced its commitment to get rid of gestation crates in all of its company owned farms by the end of 2017. The Humane Society addressed the issue at Hormel’s annual shareholder meeting last week, and with pressure from concerned shareholders, consumers and advocacy groups, breeding sows will no longer be confined in gestation crates.

As you may recall, last fall we featured gestation crates in an email newsletter. Check out the email and our past blog post if you need a crash course on the issue. That’s also where we highlighted the letter to Hormel management addressing the company’s use of gestation crates. In November, over 2,300 Moxy Vote users signed the letter asking Hormel to commit to this change. Read more

Proxy season is just around the corner, and to get your palates whetted for the ballots to come, we’re serving up a little appetizer. On special: the Apple ballot, featuring four corporate governance shareholder resolutions. Read more

Earlier this week, MarketWatch featured a press release from The Association of BellTel Retirees, which represents over 230,000 Verizon retirees. Over the past 12 years, the group has played an active role in using their shareholder power and proxy votes to influence Verizon’s corporate governance policies. However, MarketWatch reports that the group’s present concern centers on Verizon’s failure to disclose to shareholders $20 million in additional compensation paid to former CEO, Ivan Seidenberg, in 2009 and 2010. Read more

Our latest email newsletter addressed the issue of sustainable toys, including how companies, such as Matel and Hasboro, are making sure that their products aren’t destroying the rainforest. In addition to improving packaging and paper sourcing techniques, some companies have made sustainability the entire focus of their toy lines, manufacturing their products from renewable sources and recycled materials. Need a green gift? Check out the list in our newsletter as well as Green America’s recommendations for eco-friendly toy companies. Read more

Last week, Jack Ucciferri from Harrington Investments published an interesting article focusing on how shareholders are ultimately responsible for director indemnification, especially when they represent big banking corporations. Jack explains, “In layman’s terms, this means that bank shareholders (often unwittingly) pay for what amount to licenses for these public menaces to be shielded from the costs associated with the sociopathic behavior of the corporations they run.” Read more

Recently, activist investing has gotten some attention at Oshkosh and Hewlett Packard, but both companies aren’t looking at the situation in the same way. In October, we sent out a Corporate Governance Update focused on activist investing, highlighting why these investors can be good or bad for the company. Perhaps Oshkosh and HP are prime examples of those two different situations.

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Earlier this summer, we posted a quick recap of the SEC’s progress with proxy access rule 14a-11. While 14a-11 was ultimately shot down, preexisting rule 14a-8 has recently gotten the spotlight. The previous 14a-8 allows shareholders to use the good ol’ fashion resolution process to submit proxy access bylaw changes. Simply, shareholders owning $2,000 worth of stock have the opportunity to submit a resolution to the company and have it appear on the proxy materials distributed to shareholders, thus giving them “proxy access.”

Understanding the legal jargon and submitting a shareholder proposal can be a little daunting and downright overwhelming, so here’s something to make it a little easier: the Model Proxy Access Proposal. The proposal was designed by the United States Proxy Exchange (USPX), a grassroots movement run and funded entirely by individual investors for the benefit of shareholders. Their model proposal is simply a template for shareholders to use to include director nominations on the company proxy ballot. Read more