Plum Creek Timber Co. – Say on Pay (2010)
RESOLVED Shareholders of Plum Creek Timber Companyrequest the board of directors to adopt a policy that provides shareholders the opportunity at each annual shareholder meeting to vote on an advisory resolution, proposed by management, to ratify the compensation of the named executive officers (“NEOs”) set forth in the proxy statement’s Summary Compensation Table (the “SCT”) and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO. …
J. P. Morgan Chase & Co. – Pay Disparity Report (2010)
WHEREAS Recent events have increased concerns about the extraordinarily high levels of executive compensation at many U.S. corporations. Concerns about the structure of executive compensation packages have also intensified, with some suggesting that the compensation system incentivized excessive risk-taking. In a Forbes article on Wall Street pay, the director of the Program on Corporate Governance at Harvard Law School noted that, “compensation policies will prove to be quite costly—excessively costly—to shareholders.” Another study by Glass Lewis & Co. declared that compensation packages for the most highly paid U.S. executives “have been so over-the-top that they have skewed the standards for …
Intel – Request for Continuation of In-Person Shareholder Meetings (2010)
WHEREAS Intel has announced that it is discontinuing its physical stockholders meeting in 2010 and will hold the meeting online. We strongly support the use of new technologies to make annual meetings accessible to stakeholders who cannot attend in person. This will make “attendance” simpler for investors globally and is a creative tool for expanding outreach to owners. But we do not believe that Internet-only meetings should be substituted for traditional in-person annual meetings. Instead, they should be a complementary. We believe the tradition of in-person annual meetings plays an important role in holding management accountable to stockholders. In contrast, …
Chevron – Environmental Oversight (2010)
WHEREAS Environmental expertise is critical to the success of companies in the energy industry because of the significant environmental issues associated with their operations. Shareholders, lenders, host country governments and regulators, and affected communities are focused on these impacts. A company’s inability to demonstrate that its environmental policies and practices are in line with internationally accepted standards can lead to difficulties in raising new capital and obtaining the necessary licences from regulators. Chevron has repeatedly been cited for allegedly harmful environmental practices: Chevron is on trial in Ecuador for widespread contamination of Amazonian land and water resources by Texaco in …
Whole Foods Markets – Establish Independent Chair (2010)
RESOLVED That pursuant to Section 2.23 of the Texas Business Corporation Act and Article IX of the Amended and Restated Bylaws of Whole Foods Market, Inc., the stockholders of Whole Foods Market, Inc. hereby amend those Bylaws as follows: • Article III, entitled “Directors”, is amended by adding the following section 13: “Independent Chairman. The Chairman of the Board shall be a director who is independent from the Corporation. For purposes of this requirement, “independent” has the meaning set forth in New York Stock Exchange (“NYSE”) listing standards, unless the Corporation’s common stock ceases to be listed on the NYSE …
Plum Creek Timber – Say on Pay (2009)
RESOLVED Shareholders urge the Board of Directors of Plum Creek (the “Company”) to adopt a policy allowing shareholders to vote on an advisory resolution at each annual shareholders meeting, proposed by Company’s management, to ratify the compensation of the named executive officers (“NEOs”) included in the proxy’s Summary Compensation Table and accompanying narrative disclosure of material factors. The proposal should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO. SUPPORTING STATEMENT As long-term shareholders in Plum Creek, we feel that senior executive compensation at the Company has not always been …
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