The Texas Act would apply to any person who (i) beneficially owns any securities of a «Texas - based public company» (defined as a publicly traded company whose «headquarters» are located in Texas) and (ii) is an «activist investor» (defined as any person who directly or indirectly nominates or attempts to nominate directors or makes or attempts to make
a shareholder proposal with respect to the company).
Icahn tells TIME he filed
a shareholder proposal with Apple on Nov. 26, three days before the deadline for measures to be voted on at the company's next annual shareholders meeting.
Late last week, the AFL - CIO's office of investment filed
a shareholder proposal with Goldman Sachs — and they plan to file a similar proposal at JPMorgan this week, according to Heather Slavkin Corzo, who runs the AFL - CIO's office of investment.
Not exact matches
Shareholders elected a smaller board
with three new members, and voted down six
shareholder proposals.
Proposals to declassify the board and require majority voting are almost always popular
with shareholders, so it's not like these companies are going out on a limb.
Goldman
shareholders also rejected a
proposal to require an independent board chairman
with a 30 % vote.
Exxon Mobil (xom) has stepped up efforts to persuade investors to vote against climate - related
proposals at Wednesday's annual meeting
with a campaign of calling, writing and lobbying
shareholders in person.
But for his
proposal to be put forward for consideration by Dell
shareholders, he must first succeed in having Michael Dell's offer voted down and then win enough
shareholder support to replace the members of Dell's board
with his own nominees.
Shareholders strongly rejected the
proposals,
with an average of just 11 % voting in favour.
«After an extensive evaluation of all final
proposals received, the Special Committee decided on the proposed scheme, which we believe is compelling and value - enhancing for all
shareholders,» Seek Ngee Huat, chairman of GLP's board, said in a joint statement
with the winning consortium.
SEC staff sent a letter to Goldman internal counsel Beverly O'Toole this week, saying the agency is «unable to concur»
with Goldman's view that the
shareholder proposal does not warrant a vote.
Valor reported that under the
proposal Boeing would pay Embraer in cash when the commercial assets are transferred to the new company,
with most of the proceeds then distributed to
shareholders as dividends.
Exxon has argued against all the other
shareholder proposals as well, including a «policy to explicitly prohibit discrimination based on sexual orientation and gender identity»; a policy articulating Exxon's «respect for and commitment to the human right to water»; «a report discussing possible long term risks to the company's finances and operations posed by the environmental, social and economic challenges associated
with the oil sands»; a report of «known and potential environmental impacts» and «policy options» to address the impacts of the company's «fracturing operations»; a report of recommendations on how Exxon can become an «environmentally sustainable energy company»; and adoption of «quantitative goals... for reducing total greenhouse gas emissions.»
A growing number of corporations unhappy
with shareholder proposals are taking their frustrations to court.
The Renault - Nissan alliance, underpinned by cross-shareholdings, has wrestled intermittently since its 1999 inception
with full merger
proposals that have foundered on objections from France, Renault's biggest
shareholder.
He then sued the company for «
Proposal 2» in Apple's proxy statement, which essentially only allows Apple to issue preferred stock
with the approval of
shareholders.
We note that, in accordance
with Rule 14 (a)-6 (a), Apple was not required to file preliminary proxy materials
with the Commission because the matters to be acted on at the meeting are limited to (1) the election of directors, (2) the ratification of accountants, (3) a vote on an advisory resolution to approve executive compensation, (4) the approval of the Plan described above, which is a «plan» as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S - K, and (5)
shareholder proposals pursuant to Rule 14a - 8.
Greenlight wants a judge to block a vote on
Proposal 2, saying Apple illegally bundled it
with two other
shareholder reforms.
He noted that although Apple has characterized it as a pro-shareholder measure, not everyone agrees
with that assessment, citing a report from one independent proxy service called Egan - Jones that recommended
shareholders vote against the
proposal.
In accordance
with SEC rules, we have set forth below a
shareholder proposal, along
with the supporting statement of the
shareholder proponent, for which we and our Board accept no responsibility.
For detailed information on the vote required
with respect to
shareholder proposals and the choices available for casting your vote, please see Frequently Asked Questions About Our Annual Meeting.
His advocacy work includes direct communications
with company leadership, investor education and awareness, filing
shareholder proposals, and public policy advocacy at the municipal, state and federal levels.
Proposal details: We note how many proposals have been filed in each category, which are now pending, how many have been withdrawn for tactical or substantive reasons after negotiated agreements with companies, and the disposition of challenges to the proposals at the Securities and Exchange Commission (SEC) under its shareholder propos
Proposal details: We note how many
proposals have been filed in each category, which are now pending, how many have been withdrawn for tactical or substantive reasons after negotiated agreements
with companies, and the disposition of challenges to the
proposals at the Securities and Exchange Commission (SEC) under its
shareholder proposalproposal rule.
Ahead of Tesla's annual
shareholder meeting in June, stockholder Jing Zhao has submitted a
proposal to replace the board's chairman, Elon Musk,
with an independent director.
She was half of the team that filed Azzad's first
shareholder proposal, which asked Chevron to evaluate the risk of its business partnerships
with governments engaged in crimes against humanity, and is participating in an ongoing dialogue
with Chevron on that topic.
The firm, created for the sole purpose of lobbying Taseko to replace two directors and give it a say in key company decisions, had no choice: by the meeting's cut - off date for advanced voting,
with 50 % of the votes in,
shareholders had voted a resounding 94 % against the dissident's
proposals.
Further, all
proposals submitted for inclusion in the company's proxy statement relating to the 2016 Annual
Shareholders» Meeting must comply
with all of the requirements of SEC Rule 14a - 8.
Research indicates, for instance, that companies
with majority (rather than plurality) voting for directors are more apt to adopt
shareholder proposals that garner majority support, and that many chief financial officers are willing to forgo investments in projects expected to be profitable in the longer term in order to meet analysts» quarterly earnings estimates.
Shares that are properly voted by the Internet or telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance
with the directions given or, in the absence of directions, will be voted in accordance
with the Board's recommendations as follows: «FOR» the election of each of the nominees to the Board named herein; «FOR» the ratification of the appointment of our independent auditors; «FOR» approval, on an advisory basis, of our executive compensation as described in this Proxy Statement; and «AGAINST» the
shareholder proposal.
Shareholders who wish to bring business before Walmart's 2014 Annual
Shareholders» Meeting other than through a
shareholder proposal pursuant to the SEC's rules must notify the Corporate Secretary of our company in writing and provide the information required by the provision of the Bylaws dealing
with shareholder proposals.
Shareholder proposals intended for inclusion in our proxy statement for the 2016 Annual
Shareholders» Meeting in accordance
with the SEC's Rule 14a - 8 under the Exchange Act must be received by our company in the manner described above no later than the close of business on December 24, 2015.
As manager of the firm's Corporate Governance Consulting Group
with over 30 years of experience in the field, Bill has guided companies through a wide range of governance and takeover challenges, including contentious
shareholder proposals and compensation - based initiatives, proxy contests, tender offers, and other corporate control matters.
Glass Lewis conducted a Proxy Talk to discuss climate change - related
shareholder proposals up for vote during the 2018 proxy season
with a panel of experts.
L. (Sept. 1, 2014), http://us.practicallaw.com/4-578-4485 [http://perma.cc/8XRK-A4YL](«It appears that ISS negative vote recommendations based on the perceived lack of board responsiveness to
shareholder concerns (as evidenced by the failure to implement a successful
shareholder proposal) was the leading factor associated
with directors who failed to receive a majority of votes cast in an uncontested election in 2014.»)
Shareholder resolutions, also known as shareholder proposals, are an important investor tool typically used when a dialogue with a corporation on a given issue stalls or is un
Shareholder resolutions, also known as
shareholder proposals, are an important investor tool typically used when a dialogue with a corporation on a given issue stalls or is un
shareholder proposals, are an important investor tool typically used when a dialogue
with a corporation on a given issue stalls or is unproductive.
Last year, a growing number of
shareholders demanded more transparency on companies» political spending,
with 30 percent of
proposals reflecting that expectation.
Investors have filed a record number of
shareholder proposals on ESG issues this year,
with a focus on climate change and corporate political activity, according to the As You Sow
shareholder advocacy group.
A board acting in this capacity and
with the knowledge of the company's business and the implications for a particular
proposal on that company's business is well situated to analyze, determine and explain whether a particular issue is sufficiently significant because the matter transcends ordinary business and would be appropriate for a
shareholder vote.
Thus, in many cases
shareholder proposals that have been opposed by over 90 % of
shareholders on multiple occasions are allowed to be resubmitted, forcing companies to spend time and money in deciding how to deal
with them.
Review and recommend to the Board for approval the frequency
with which the Company will conduct «Say on Pay» votes, taking into account the results of the most recent
shareholder advisory vote on frequency of Say on Pay votes required by Section 14A of the Exchange Act, and review and approve the
proposals regarding the Say on Pay vote and the frequency of the Say on Pay vote to be included in the Company's proxy statement.
The PCAOB held a series of meetings around the country last year to discuss the
proposals with accountants,
shareholders and other interested parties.
Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance
with the directions given or, in the absence of directions, will be voted in accordance
with the Board's recommendations as follows: «FOR» the election of each of the nominees to the Board named herein; «FOR» the ratification of the appointment of our independent auditors; «FOR» approval, on an advisory basis, of our executive compensation as described in this Proxy Statement; and «AGAINST» each of the
shareholder proposals.
Institutional
Shareholder Services (ISS) has issued a voting recommendation inconsistent
with the Board's recommendation on the say on pay
proposal.
Shareholder Proposal Entitled Report on Company Membership and Involvement
with Certain Trade Associations and Business Organizations
Tatts will have to delay its
shareholder vote on its $ 11 billion merger
proposal with Tabcorp because of fresh hearings into the deal.
In connection
with a
shareholder proposal made at the 2012 annual meeting of
shareholders, the Company informed its
shareholders that the Board had adopted a policy providing for majority voting for the election of directors in uncontested elections and that the Company would take steps to implement majority voting in its Articles and bylaws.
All
proposals must comply
with Rule 14a - 8 under the Exchange Act, which lists the requirements for the inclusion of
shareholder proposals in company - sponsored proxy materials.
Macerich argues that Simon's
proposal «substantially undervalues Macerich,» which I guess
shareholders agree
with, since the stock has traded above the offer price since the deal was announced.
The notice must be submitted by a
shareholder of record and must set forth the information required by the Company's bylaws
with respect to each director nomination or other
proposal that the
shareholder intends to present at the 2015 annual meeting of
shareholders.
«We will explain how
shareholder proposals on environmental, social, and corporate governance matters often raise issues
with a direct impact on long - term
shareholder value (e.g., effective management of climate change risk or encouraging stronger board oversight and independence).