To submit comments, you must be logged in as member of USPXYou’ll join a great group and we won’t worry about spam. Trouble complying with SEC Staff Legal Bulletin No. 14F (CF)? Contact me. Upcoming events I will attend:

Have you considered customized Id card printer solutions and how to Safeguard Reputation at your company? Good corporate governance and risk reduction is built from the ground up.

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Weathering a Crisis: Weil in Silicon Valley

On May 8, 2012, Weil, Gotshal & Manges LLP’s Silicon Valley office hosted a one day symposium on Weathering a Crisis for corporate leaders and general counsel. Panel discussions focused on how to effectively handle a crisis before it becomes public; how to navigate the media while preserving your company’s public image; and how to implement sound strategic plans and compliance programs in order to avoid corporate wrong-doing.

Millstein, Simpson, Whitworth, Gregory

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Waste Connections ($WCN): How I Voted – Proxy Score 67

Waste Connections ($WCN) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/18/2012. Voting ends 5/17 on Moxy Vote’s proxy voting platform, which had no recommendations when I checked and voted on 5/15. ProxyDemocracy.org had only 1 fund voting but it was CalSTRS, one of my favorites. I voted with management 67% of the time. Continue Reading →

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Upcoming Proxy Access Votes

Loren Steffy, of the Houston Chronicle, and Sean Quinn, of the ISS Governance Institute, had recent posts about proxy access and upcoming votes.

At Hewlett Packard a shareholder access proposal was withdrawn after the company agreed to sponsor a Continue Reading →

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Home Depot (HD): How I Voted – Proxy Score 86

Home Depot ($HD) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/17/2012. Voting ends 5/16 on Moxy Vote’s proxy voting platform, which listed 10 “good causes,” but four were consolidations, when I checked and voted on 5/14. ProxyDemocracy.org had only 1 fund voting. I voted with management 86% of the time. Continue Reading →

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Take Action: Tell SEC to Require Disclosure of CEO-to-Worker Pay Ratios

Click here now to tell the SEC to require companies to disclose CEO-to-worker pay ratios. If you own stock, click here to get information on how to vote your shares on “say-on-pay” proxy proposalsContinue Reading →

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Princeton National Bancorp (PNBC): How I Voted – Proxy Score 12.5

Princeton National Bancorp ($PNBC) was one of the stocks in my portfolio. I sold it when they failed to file their proxy statement on time, since that looked to me like one more sign that PNBC is nearly a hopeless case. However, I can still vote the shares I held, since I sold well after the date of record. According PNBC’s proxy, the meeting “will be held at The Galleria Convention Center, 1659 North Main Street, Princeton, Illinois, on Tuesday, May 17, 2012.”  That seems to be yet another sign of incompetence, since May 17th is a Thursday. Continue Reading →

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Monitoring: Which Institutions Matter?

Worth taking another look, especially in light of the likely upcoming transition at Canadian Pacific (Bill Ackman: ‘A Stake in the Ground, Globe & Mail, 5/11/2012): Li, Kai, Harford, Jarrad and Chen, Xia, Monitoring: Which Institutions Matter?, Available at SSRN.  Continue Reading →

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Wanted: CalSTRS Portfolio Manager

Work with a great group of people concerned with the sustainability at a comfortable salary in a calm environment (relative to New York). When applying for this position, please note on your application: Position #815-350-4697-002 RPA (11-415).  Continue Reading →

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Video Friday: Successful Board DNA + Reading International Valuation

Dan Siciliano, Associate Dean, Stanford Law School, interviews C. S. Park, Lead Director, Seagate Board. Presented by the Silicon Valley chapter of the National Association of Corporate Directors. Continue Reading →

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CEO Pay Continues to Surge: Take Action by Joining USPX

According to GMI, rising share prices helped drive a 15% pay hike for CEOs in 2011, with the average compensation package hitting $5.8M. That’s on top of a 28% pay rise in 2010.  Inflation Continue Reading →

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Gilead Sciences (GILD): How I Voted – Proxy Score 44

Gilead Sciences (GILD) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/10/2012. Voting ends 5/9 on Moxy Vote’s proxy voting platform, which listed 8 “good causes,” but three were consolidations, when I checked and voted on 5/8. ProxyDemocracy.org had 4 funds voting.Gilead scores 44 out of 100, since I voted with management on only 44% of the proxy. Continue Reading →

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Dow Chemical (DOW): How I Voted – Proxy Score 44

Dow Chemical (DOW) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/10/2012. Voting ends 5/9 on Moxy Vote’s proxy voting platform, which listed four “good causes,” including two consolidations, when I checked and voted on 5/7. ProxyDemocracy.org had two funds voting. DOW scores 44 out of 100, since I voted with management on only 44% of the proxy. Continue Reading →

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Union Pacific (UNP): How I Voted – Proxy Score 13

Union Pacific (UNP) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/10/2012. Voting ends 5/9 on Moxy Vote’s proxy voting platform, which listed nine “good causes,” but three were consolidations, when I checked and voted on 5/7. ProxyDemocracy.org had 1 fund voting.UNP scores 13 out of 100, since I voted with management on only 13% of the proxy. Continue Reading →

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Ford Motor Company (FDMTP or F): How I Voted – Proxy Score 67

Ford (FDMTP) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/10/2012. Voting ends 5/9 on Moxy Vote’s proxy voting platform, which listed three “good causes,” including two consolidations of only one vote, when I checked and voted on 5/7. ProxyDemocracy.org had two funds voting. Ford scores 67 out of 100, since I voted with management on only 67% of the proxy. Continue Reading →

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3M (MMM): How I Voted

3M (MMM) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/8/2012. Voting ends 5/7 on Moxy Vote’s proxy voting platform, which listed fourteen “good causes,” including three consolidations, when I checked and voted on 5/6. ProxyDemocracy.org had four funds voting. Continue Reading →

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Video Friday: “Shareholder Revolution?” TheShareholderActivist.com on Fox Business News

Christopher Bayer, Ph.D.

The following is a guest post from “The Wall Street Psychologist” and co-founder of TheShareholderActivist.comTM, Christopher Bayer, Ph.D.

Revolution/Evolution is an Historically Valid and Natural Psycho-biological Reaction to Perceived Oppression and Inequity

Last week I was invited to appear on the Fox Business News show “After the Bell” hosted by Liz Claman and David Asman. Right out of the gate, Ms. Claman proclaimed that I had declared that a “Shareholder Revolution” was coming! Shareholders were taking it to the streets. Continue Reading →

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Shareholder Activism: Stanford Rock Center for Corporate Governance Series – Part 3 of 3

Evan, Abe, Mason

This was the last of a three part overview of shareholder activism, beginning with the history and an overview of the key players in the space; continuing with a behind-the-scenes look at non-contentious shareholder engagement and how its impacting companies and the market; and ending with this session on Contested Situations: Proxy Fights, PR wars and activist defense. Continue Reading →

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Research Roundup

Blair, Margaret M., The Four Functions of Corporate Personhood (April 9, 2012). Vanderbilt Law and Economics Research Paper No. 12-13; Vanderbilt Public Law Research Paper No. 12-15. Available at SSRN. Abstract follows:

In this article I argue that the legal device of creating separate juridical “persons” for certain business activities Continue Reading →

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Review: Corporate Governance and the Global Financial Crisis

Corporate Governance and the Global Financial Crisis: International Perspectives by William Sun, Jim Stewart, and David Pollard addresses the worldwide crisis that cost Americans an estimated average of $188,000 per household. We will be paying back that debt for decades… or perhaps more accurately, our children will be paying back that debt. Yes, we’ve passed the usual spate of laws after a financial crisis and regulations are still being written, but almost nobody I talk to, except perhaps those on Wall Street, thinks we have solved the issues. This book discusses some of the weaknesses, such as executive pay, risk management, board practices, regulation capture, the failure of shareowners to obtain and/or exercise rights, etc. Perhaps more importantly, many of the contributing scholars offer possible solutions. Continue Reading →

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EW Scripps (SSP): How I Voted

E.W. Scripps (SSP) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/2/2012. Voting ends 5/1 on Moxy Vote’s proxy voting platform, which listed three “good causes,” including two consolidations, when I checked and voted on 4/30. ProxyDemocracy.org had only one fund voting. Continue Reading →

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HESS: How I Voted

Hess Corporation (HESS) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/2/2012. Voting ends 5/1 on Moxy Vote’s proxy voting platform, which listed five “good causes,” including two consolidations, when I checked and voted on 4/27. ProxyDemocracy.org had only one fund voting. Continue Reading →

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EMC: How I Voted

EMC Corporation (EMC) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/1/2012. Voting ends 4/30 on Moxy Vote’s proxy voting platform, which listed six “good causes,” including two consolidations, when I checked and voted on 4/27. ProxyDemocracy.org had three funds voting. Continue Reading →

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ROVI: How I Voted

Rovi Corporation (ROVI) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/1/2012. Voting ends 4/30 on Moxy Vote’s proxy voting platform, which listed no recommendations from “good causes” when I checked and voted on 4/27. ProxyDemocracy.org had only three funds voting. Continue Reading →

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Video Friday: Client or Muppet? Muppet or ShareOwner? Kermit Responds

Two Goldman Sachs “clients” take a look at themselves after Greg Smith’s New York Times op-ed in this musical puppet number. A parody of the Oscar-winning song “Man or Muppet” rewritten by author and Continue Reading →

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IRRC Announces Research Competition

The Investor Responsibility Research Center (IRRC) Institute announce its second annual competition for research that examines the interaction of the real economy with investment theory. Two papers – one academic and one practitioner – each will receive the “2013 IRRC Institute Research Award” along with a $10,000 award.  A blue-ribbon panel of renowned judges with broad finance and investment experience Continue Reading →

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Shareholder Activism: Stanford Rock – Part 2 of 3

This was the second in a three part overview of shareholder activism, beginning with the history and an overview of the key players in the space; continuing with a behind-the-scenes look at non-contentious shareholder engagement and how its impacting companies and the market; and ending with an overview of proxy fights, PR wars and activist defense. Continue Reading →

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Ferro (FOE): Will Shareowners Vote for Change?

Ferro (FOE) is not one of the stocks in my portfolio but I did help in reviewing companies I thought were good candidates for a proxy access proposal and I did help design the proposal submitted to FOE, so I’m offering my voting advice. Continue Reading →

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GE: Proxy Voting Advice from Steven Towns

General Electric’s (GE) annual shareowner meeting is tomorrow (Weds.) in Detroit. Steven Towns prepared two write-ups surrounding GE’s annual meeting: Continue Reading →

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NACD Fellowships Awarded

The National Association of Corporate Directors (NACD) announced the highest level of director credentialing–NACD Fellowship–for 303 corporate directors and corporate governance professionals. Continue Reading →

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Review: Shareholder Democracies?

Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850 addresses a central issue. Current governance structures often allow managers to pursue their own interests. According to some, a dissemblance of democracy has led to “elitism and self-interest in the boardroom,” resulting in Continue Reading →

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Praxis Contest on Corporate Governance

BlackRock and the National Association of Corporate Directors (NACD) issued an invitation to undergraduate and graduate students, PhD researchers and university faculty to participate in a Continue Reading →

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Proxy Season: Quick Bites

Don’t miss the great infographic at MoxyVote on proxy season.  This is why I’m not returning e-mails Continue Reading →

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Video Friday: The Year of Shareholder Communications

TK Kerstetter, President, Corporate Board Member, talks with Francis Byrd, Senior Vice President, Laurel Hill Advisory Group. Continue Reading →

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Shareholder Activism: Stanford Rock Center for Corporate Governance Series – Part 1 of 3

Mason Morfit, a partner at ValueAct Capital and one of the most successful shareholder activists in the US, according to the Rock Center announcement, and Abe Friedman, of CJB Capital Management (former Global Head of Corporate Governance & Continue Reading →

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Advice from AFL-CIO & CorpGov.net on Exec Pay & the 99%

Richard L. Trumka, President, AFL-CIO announced an update to their PayWatch website—this year’s version is called CEO Pay and the 99%. Trumka says it’s your one-stop shop for the most recent information on out-of-control CEO pay and what you can do to stop it. Continue Reading →

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