SEC: Companies Can No Longer Bury the Lede on Shareholder Votes
December 2009 – The Securities and Exchange Commission moved to finalize a new rule that requires companies to disclose annual meeting voting results within four business days after the annual meeting. Trillium argued vigorously in support of this rule change because we believe the value of vote totals is greatest immediately after the annual meeting. This is when media interest is usually highest and delays only put the issue farther from shareholders’ minds. In fact we have witnessed occasions when it appears that companies are dragging their feet in an effort to minimize or marginalize strong expressions of support for …
Trillium Co-files Shareholder Proposal at Whole Foods Markets
October 14, 2009 — Trillium Asset Management Corporation has joined the union conglomerate Change to Win and Hermes, the British investment company, in filing a binding bylaw proposal at Whole Foods Markets (NASDAQ: WFMI). The bylaw change would mandate that the Chair of the Board of directors be “independent” of the company, which would exclude any current employees such as the current Whole Foods Board Chair and CEO, John Mackey. Mackey, the founder of Whole Foods, has been a controversial leader. His pseudonymous internet postings denigrating the Wild Oats grocery chain, later acquired by Whole Foods, led the Federal Trade …
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 …
Trillium Leads Social Investment Forum Effort to Support Proxy Access
Shareowners of corporate stock supposedly have their interests represented by elected board of directors. But we are not allowed to nominate directors to the ballot, unless we bear the costs of a “proxy fight,” expending hundreds of thousands of dollars to each shareholder ourselves. Therefore in practice, shareholders are represented by management’s handpicked nominees. While there are other barriers to meaningful corporate elections, the costs associated with an independent proxy solicitation is perhaps the most significant barrier. For the first time, however, the possibility of meaningful reform is real. The Securities and Exchange Commission (SEC) is currently considering whether to …
Trillium Demonstrates Leadership on Profound SEC Change for Corporate Board Elections
On Wednesday July 1, the Securities and Exchange Commission (SEC) took the very important step of voting to eliminate broker discretionary voting for director elections. This rather arcane sounding rule change is actually central to efforts to hold boards of directors more accountable to shareholders and the stakeholders they represent. Until this change, if a broker in possession of a shareholder’s proxy had not received the shareholder’s instruction on how to cast his or her votes for directors, the broker would decide how to cast the vote. Invariably it would be cast in accordance with management’s recommendation – i.e. for …
The Importance of Being Google’s Sustainability Report
by Jonas Kron Google is a company that we often point to when asked to name companies that address environmental and social issues constructively. The company’s RE<C (Renewable Energy Cheaper Than Coal) is a groundbreaking initiative that will help change the power landscape, creating opportunities to advance solar thermal power, wind power technologies, and enhanced geothermal systems. We also are pleased to recognize Google’s efforts to cut or offset all of its greenhouse gas emissions at company data centers. Google is on the vanguard of efforts to maximize the efficiency of computers and minimize the environmental impact of the Internet …
Increasing Accountability and Democracy
Eliminate Broker Discretionary Voting for the Election of Directors Currently NYSE rules permit brokers to vote on the uncontested election of directors if the beneficial owner has not communicated voting instructions to the broker before the scheduled meeting. In practice this means that the vast majority of the time brokers simply vote with management. This also means that efforts to hold directors responsible for their actions (a goal that is exceptionally critical in today’s economic environment) through withhold vote campaigns are stymied. Fortunately the NYSE has asked the SEC to allow them to change this rule and the SEC is …
What Goes Up Doesn’t Always Go Up
The latest disaster in the financial markets has once again shown that some of the biggest risks investors face derive from the excesses of free markets themselves. This time it was unregulated lending, leverage and speculation. In 2000 it was over-optimistic and at times corrupt Wall Street analysts, gobbling up creative corporate accounting that massaged income statements to show profits where there were none. Some of the other systemic risks embedded in financial markets are barely on the radar screen of most investors. These range from unregulated pollution causing global warming, to the worrisome increase in nuclear proliferation during the …
Yes, We Can, Too
Everyone, from the progressive Left to “Obamican” crossovers, has high hopes for the new administration. Social investors are no exception. We share the expectation that the Obama administration will take a hands-on approach to many of the problems we’ve addressed for years, including climate change and other environmental priorities, predatory lending, inadequate regulation of the financial markets and much more. There’s a subset of policy reforms, however, that are being championed more or less exclusively by the social investing community, and those are the subject of this article. What follows is a brief summary of some of the policy reforms …
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