Council of Institutional Investors
Section: CII Governance Alert
News form CII
Teleconference: New Petition to SEC on ESG Disclosure
Teleconference: Blockchain Innovation in Action
Shareholder Advocacy Committee's Proxy Season Preview Teleconference
Share Proxy Season Updates on Your Initiatives!
Save the Date: CII in NYC
Save the Date for CII's 2018 Spring Conference
​David Smith, Long-Time Society Leader, Passes Away
David Williamson Smith, who led the Society of Corporate Secretaries and Governance Professionals for nearly 20 years, died on December 1.
​IPO News
Spotify’s Planned Direct Listing
Suit Claiming Alibaba Defrauded Investors is Resurrected
​Investors’ Push for Board Refreshment, Diversity Starts Bearing Fruit, Spencer Stuart Index Finds
Continued pressure from investors for boards to refresh membership and increase diversity is starting to prompt progress, reports the 2017 Spencer Stuart U.S. Board Index.
CtW Investment Group Urges Amazon to Increase Diversity in its Top Ranks
The CtW Investment Group sent a letter to Amazon Chair and CEO Jeffrey Bezos November 30 asking him to “take decisive action to address the lack of diversity in its [the company’s] senior executive ranks and the shortcomings of its human capital management policies.”
Senator Blocks Confirmation of SEC Commissioners, Raises Questions about Key Issues
U.S. Sen. Tammy Baldwin (D-Wisc.) sent the two SEC commissioner nominees, Hester Peirce and Robert Jackson, letters November 29 asking for their views on key issues and warning that she will block the Senate vote on their confirmations until she receives written responses.
​SEC Investor Advisory Committee Considers Gaps in Disclosures on Dual-Class Shares
Companies should step up disclosure of information about their dual-class shares, says a subcommittee discussion draft considered by the SEC Investor Advisory Committee during its December 7 meeting.
​CII and ILPA Write to Hill Conferees on New Proposed Tax on Public Funds
CII and the Institutional Limited Partners Association (ILPA) on December 7 wrote subject some alternative investments to the unrelated business income tax (UBIT).
​CII Report Underlines Risks Associated with Convoluted Chinese Corporate Structure
A new CII report highlights the risks posed to investors by a common structure called a variable interest entity (VIE), which is employed by many Chinese companies listed on U.S. stock exchanges.
News from CII
Welcome New Members!
Teleconference: Financial Regulatory Update
Teleconference: Blockchain Innovation in Action
Shareholder Advocacy Committee's Proxy Season Preview Teleconference
CII Seeks Nominations for Advisory Councils for 2018
SEC’s IAC Set to Examine Dual-Class Shares
Included on the agenda for the SEC Investor Advisory Committee’s December 7 meeting is a discussion on dual-class structures.
​New Paper Cites Flaws in Executive Compensation at Canadian Companies, Suggests Reforms
A new paper by the Canadian Institute for Governance of Private and Public Organizations says the current standardized processes for setting executive compensation at publicly listed Canadian companies is “deeply flawed” and offers recommendations on how to improve these pay practices.
​Comments Invited on Draft Changes to Canadian Financial Institutions’ Corporate Governance Guideline
The Canadian Office of the Superintendent of Financial Institutions (OSFI) posted for public comment November 7 draft changes to its corporate governance guideline, which was last updated in 2013.
Glass Lewis Updates Policy Guidelines on Gender Diversity, Climate Change
Proxy advisor Glass Lewis just released updates to the policy guidelines that it uses when making voting recommendations for its subscribers.
​Apple Relies on New SEC Legal Bulletin to Make No-Action Arguments
Apple is using the recent SEC staff legal bulletin in its no-action request to the commission.
Bid for Uber Shares at Steep Discount, Research Questions Unicorn Valuations
SoftBank and investment firms partnering with it are seeking to buy a large stake in Uber at a price that is 30% less than what the company was valued at in the previous investment round.
Costco Joins Companies Disclosing Info on Gender Pay
Following in the steps of Starbucks, Nike and Gap, Costco will be disclosing more information about its gender pay.
​Wells Fargo Remakes Board
Amid continued criticism, the Wells Fargo board announced November 29 the addition of three new independent board members, in addition to three named earlier this year.
​Tis the Season: Equifax Tops Proponents’ Naughty List
Some CII members are making their corporate target lists and checking them twice. So far, the AFL-CIO filed two proposals at companies on its naughty list, while As You Sow, the Connecticut Retirement Plans and Trust Funds, the Rhode Island State Treasurer’s Office and the UAW Retiree Medical Benefits Trust each have submitted one to misbehaving companies.
​FYI
Congratulations!
​News from CII
CII Comments on Federal Reserve Proposal
CII Seeks Nominations for Advisory Councils for 2018
Teleconference: Has the JOBS Act Led to IPO Underpricing?
Save the Date: CII in NYC
Save the Date for CII's 2018 Spring Conference
​NYC Pension Funds Adopt Policies Outlining Requirements for External Investment Managers
The trustees of the New York City Pension Funds each have adopted a “Responsible Contractor Policy” that promotes employment practices, including fair wages and benefits, for construction workers and service industry employees.
Hong Kong Exchange Issues New Consultation Focusing on Board Independence, Diversity
The Hong Kong Stock Exchange just issued a consultation paper that proposes amending its listed companies’ corporate governance practices to add new disclosures about the nomination and election processes for independent non-executive directors (INEDs) and to elevate the importance of board diversity.
​SEC Staffer Offers Insights into Recent Legal Bulletin
A special counsel in the SEC’s Division of Corporation Finance shed some light on the intricacies of Legal Bulletin No 14I, which the commission issued November 1 to give shareholders and companies guidance on no-action requests involving Rule 14a-8(i)(7) and Rule 14a-8(i)(5).
​Investors Concerned about Rise in Dual-Class Structures, but Encouraged by Sunset Provisions
CII and many institutional investors are alarmed by the recent proliferation of dual-class companies, but are encouraged by the growth in the number of firms also adopting time-based sunset provisions that phase out this stock structure.
​House Committee Clears Proxy Advisory Bill
The House Financial Services Committee on November 15 passed H.R. 4015, the Corporate Governance Reform and Transparency Act, introduced by Rep. Sean Duffy (R-Wisc.) October 11.
​News from CII
Webinar: Shareholder’s Gold Council
Teleconference: Has the JOBS Act Led to IPO Underpricing?
In Case You Missed It: Rethinking Executive Pay Design Webinar
Save the Date: CII in NYC
Save the Date for CII's 2018 Spring Conference
​CII Seeks Nominations for Advisory Councils for 2018
CII is seeking nominations from Associate (non-voting) Members to serve on either the Corporate Governance Advisory Council or the Markets Advisory Council for 2018. T
​Ackman’s Pershing Square Fails to Win Seats on ADP Board
Fewer than 25% of the votes cast at ADP’s November 7 annual meeting backed dissident candidates nominated by Pershing Square Capital Management.
​Cardinal Health Splits Chair, CEO Roles
Just two days shy of its November 8 annual meeting, Cardinal Health announced that it is splitting the roles of chair and CEO.
SINA Shows Risk to Investors of Blank Check Preferred Stock
SINA, the $7 billion Nasdaq-listed Chinese internet company, on November 7 issued new shares with super-voting rights to an entity controlled by Charles Chao, SINA’s chairman and CEO.
​MSCI Temporarily Bars New Multi-Class Companies from Key Indexes
Index provider MSCI announced November 2 that it will temporarily exclude new multi-class companies with unequal voting rights from two of its benchmark indexes.
​House Tax Bill Could Revamp Executive Compensation
The House tax bill, H.R. 1, the Tax Cuts and Jobs Act, unveiled by Republicans last week contains provisions that would revamp the tax treatment of many common forms of executive compensation and could radically alter the ways corporate executives are paid.
​SEC Chair Clayton Urges Review of Proxy Voting System
In a November 8 speech, SEC Chairman Jay Clayton called for a review of the proxy system, including shareholder proposals and the relatively low participation by retail investors, as part of the SEC’s long-term agenda.
Paper Rebuts Chamber’s Push for Rule 14a-8 Revamp
A new paper written by Ceres, the Interfaith Center on Corporate Responsibility and U.S. SIF: the Forum for Sustainable and Responsible Investment refutes the U.S Chamber of Commerce’s proposals to revamp Rule 14a-8, the shareholder proposal rule.
Co-Signed CII Letter Urges Legislators to Oppose Proxy Advisory Bills
CII and a group of CII members, other investors and investor organizations sent a letter November 9 to the leadership and members of the House Financial Services Committee strongly opposing legislation that would impose stringent regulations on proxy advisory firms.
News from CII
WE NEED YOUR FEEDBACK ON THIS NEWSLETTER!
CII to Seek Nominations for Advisory Councils for 2018
Letter to SEC on SPACs
In Case You Missed It: Webinar on Pershing Square Speaks—William Ackman, Veronica Hagen and V. Paul Unruh Discuss Their Bid for Board Seats at ADP
Teleconference: Revising Best Practices for Proxy Advisors
Webinar: Rethinking Executive Pay Design
Teleconference: Financial Regulatory Update with Jeff Mahoney and Professor Wayne Landsman
Save the Date for CII’s 2018 Spring Conference
​ASCI Report Advocates Right to Bring Shareholder Resolutions in Australia
The Australian Council of Superannuation Investors (ACSI) published a report this week highlighting investors’ limitations under Australia’s system to introduce shareholder resolutions on environmental, social and governance (ESG) issues.
​Panel Encourages Directors to Dive Deeper into Disclosures
The board plays an indispensable top-down role in setting the tone of a company’s disclosure and encouraging a culture of transparency, agreed panelists participating in an October 24 event hosted by the Center for Audit Quality and the Weinberg Center for Corporate Governance at the University of Delaware.
​Court Denies CII’s Motion to File Brief
The Delaware Chancery Court on October 23 denied CII’s motion to file a brief in in California State Teachers’ Retirement System v. Alvarez, No. 295, 2016 in the Delaware Supreme Court.
​Teamsters Urge Cardinal Health Shareholders to Support Independent Board Leadership
Cardinal Health’s current board leadership structure has proven inadequate in tackling the company’s decade-long role in fueling the opioid crisis, says a letter sent by International Brotherhood of Teamsters General Secretary-Treasurer to the pharmaceutical wholesaler’s shareholders.
SEC Nominees Discuss Key Topics at Senate Banking Committee Hearing
The nominees for the two vacant seats on the SEC shared views on the shareholder proposal rule, unimplemented Dodd-Frank Act provisions and cybersecurity during an October 24 Senate Banking Committee hearing.
​MiFID II to Shine Light on Research Costs and Trade Executions in Europe
MiFID II, a European regulation that becomes effective in January, aims to reduce conflicts of interest between brokers and clients, opacity in research pricing and the potential for overconsumption of research services.
​Time-Based Sunsets for Dual-Class IPOs Gradually Gain Traction
Last week, Stitch Fix announced a dual-class IPO that provides for conversion to one-share, one-vote in 10 years.
​SEC Approves PCAOB’s New Auditor Reporting Standard
The SEC on October 23 approved enhancing the auditor’s report to shareholders.
News from CII
Teleconference: What is MiFID II and what are the potential implications for U.S. investors?
Teleconference: Revising Best Practices for Proxy Advisors
Webinar: Rethinking Executive Pay Design
Save the Date for CII’s 2018 Spring Conference
​CII’s Accomplishments this Quarter
Governance News This Quarter
Regulatory Agenda
Interpretive Guidance on Pay Ratio Disclosure
Proposal Eliminating Examples of Risk Factors
Governance News This Week
Three entrepreneurs and three central bank officials examined the future of fintech innovation and regulatory challenges during an October 12 panel discussion at the International Monetary Fund (IMF).
News from CII
CII Weighs in on Proposal Affecting Sovereign-Controlled Companies
Teleconference: Financial Regulatory Update with Jeff Mahoney and the Treasury Department's Craig Phillips
Teleconference: What is MiFID II and what are the potential implications for U.S. investors?
Teleconference: Revising Best Practices for Proxy Advisors
Webinar: Rethinking Executive Pay Design
Save the Date for CII’s 2018 Spring Conference
​Steering Committee Seeks Feedback on Effectiveness of Principles
A steering group launched a consultation October 11 to seek views from investors and companies on whether the Best Practice Principles for Shareholder Voting Research and Analysis have been effective in ensuring the integrity and efficiency of the services provided by proxy advisors.
​Survey Tracks How Asset Managers Voted on Climate Risk Proposals in 2017
The 50/50 Climate Project published its annual report containing results on how asset managers voted on climate risk disclosure shareholder resolutions and management proposals during the 2017 proxy season.
​Preliminary Results Show Trian’s Peltz Did Not Gain a Seat on P&G Board
Procter and Gamble announced that preliminary voting results show all of its directors were re-elected and Trian Partners CEO Nelson Peltz did not win a seat on the company’s board at the October 10 annual meeting.
New Bill Would Regulate Proxy Advisory Firms
Rep. Shawn Duffy (R-Wisc.) introduced legislation (H.R. 4015) October 11 to create a new federal regulatory scheme for proxy advisory firms.
Treasury Department Makes Recommendations on Financial Regulatory Reform
The Treasury Department on October 6 issued a report, “A Financial System That Creates Economic Opportunities” based on “Core Principles” set forth in an executive order by President Trump in February.
​SEC Proposes to Eliminate Examples of Risk Factors
Despite calls from CalPERS and other commenters to expand or revise the disclosure of companies’ examples of risk factors, the SEC on October 11 proposed eliminating examples of these factors from the commission’s rules.
​Investor Coalition Discusses Rule 14a-8 with SEC Chairman
CII General Counsel Jeff Mahoney led a coalition of CII members and other investor groups to the SEC on October 11 for a discussion with Chairman Jay Clayton and Director of the Division for Corporation Finance William Hinman about the shareholder proposal rule, Rule 14a-8.
CII Urges SEC to Explore Human Capital Management Disclosure
CII, in an October 10 letter to SEC Chairman Jay Clayton, urged the commission to consider the need for enhanced corporate disclosure of human capital management.
News from CII
Welcome New Member
Teleconference: Financial Regulatory Update with Jeff Mahoney
Teleconference: Revising Best Practices for Proxy Advisors
​CFIUS Steps Up its Scrutiny of Foreign FDI
The Committee on Foreign Investment in the United States (CFIUS) is an interagency committee charged with reviewing inbound M&A to safeguard national security while promoting foreign investment.
​Next Week’s SEC Meeting Will Include Consideration of Reg S-K
At an October 11 meeting at SEC headquarters in Washington, D.C., the commission will consider whether to propose amendments based on the recommendations in the staff’s Report on Modernization and Simplification of Regulation S-K .
​SEC Investor Advisory Committee to Discuss Blockchain Technology at October 12 Meeting
Blockchain technology and its implications for securities markets will be the first topic of discussion when the SEC’s Investor Advisory Committee (IAC) meets on October 12 in Washington, D.C.
​Two Canadian Banks Petition to Adopt U.S.-Style Proxy Access
A statute governing banks in Canada is obstructing two prominent Canadian banks from adopting U.S.-style proxy access, but the existing law may actually be more shareholder-friendly.
​New MSCI Study Tracks Misalignment between Realized Pay and Long-Term Performance
CEOs’ realized pay is out of whack with their companies’ long-term performance, finds a new study by Rick Bennett of MSCI.
NACD Focuses on Corporate Culture
A National Association of Corporate Directors blue-ribbon panel on October 2 recommended 10 steps to strengthen corporate culture.
​In Testimony on Capitol Hill, Wells Fargo CEO Outlines Changes Since Scandal
In his testimony before the Senate Banking Committee on October 3, Wells Fargo CEO Timothy Sloan apologized for letting down the bank’s customers and explained the changes that the company has put in place in the past year.
​Equifax CEO Testifies before Multiple Committees about Data Breach, Stock Sales, Pay
The former Equifax CEO Richard Smith was grilled by three Congressional committees this week on the company’s massive data breach, the timing of Equifax executives’ stock sales and the compensation he received despite the massive lapse in cybersecurity at the company.
​Uber Board Reportedly Revokes Super-Voting Rights and Makes Other Governance Changes
Uber is the latest poster child for the dangers inherent in dual-class corporate capital structures with unequal voting rights.
​FYI
Moody’s Seeks Corporate Governance Specialist
​News from CII
CII Letter Urges SEC Not to Grant No-Action Relief from MiFIDII
​Studies Examine Successful Engagement
Two studies commissioned by PRI find that engagement benefits both the investors and the companies involved.
Report, Benchmarking Initiative Focus on Sustainability
Sustainability continues to be a major focus for investors. A new report from Ceres looks at the attributes boards need to have, as well as the actions they need to take, to adequately consider sustainability in their decision making. In addition, a group of diverse interests is exploring the idea of creating corporate sustainability benchmarks.
​Annual ISS Survey Results Uncover Investors’, Corporates’ Views on Hot Topics
Results from ISS’s annual global benchmark voting policy survey reveal that investors favor a ban on, or sunsetting of, unequal voting rights and view critically boards without any female directors.
​Gillibrand, Durbin Introduce Bill to Amend Tax Code to Cap Executive Comp
Senators Kirsten Gillibrand (D-N.Y.) and Dick Durbin (D-Ill.) on September 20 introduced S. 1843, the Stop CEO Excessive Pay Act, which would close the tax loophole that allows companies to deduct part of the amount they spend on executive compensation.
​Clayton Discusses Shareholder Proposals, Corporate Disclosure on Capitol Hill
In testimony before the Senate Banking Committee September 26, SEC Chairman Jay Clayton said the commission needs to examine continually the balance between shareholder access to management and time spent by management responding to shareholders.
​New Blank Check Company Offers Alternative to Traditional IPOs
Venture capital firm Social Capital plans to appeal to private tech unicorns (start-ups valued at more than $1 billion) to go public through a blank check vehicle, as an alternative to the usual IPO approach.
Hong Kong Exchange Curbs SFC’s Oversight of Listing Standards
The Hong Kong Exchange just announced in a ‘joint consultation conclusion’ that it does not plan to enhance the decision-making ability or the governance structure of Hong Kong’s Securities and Futures Commission (SFC) over listing standards in any meaningful way.
​PCAOB Seeks Additional Comments on Lead Auditor Proposal
The PCAOB on September 26 issued a supplemental request for comments on its proposal to set new requirements on the lead auditor’s use of other auditors.
Facebook Drops Plan for Non-Voting Shares
Facebook announced September 22 that it is dropping its plan to issue non-voting shares.
​P&G Makes Case for Forging Ahead on Transformative Plan Without Trian
During a September 27 CII teleconference, Procter & Gamble directors and management laid out their case against giving a board seat to Trian Partners CEO Nelson Peltz, who has launched a high profile proxy battle at the corporate giant.
FYI
News from CII
CII Research and Education Fund Receives Two Cy Pres Awards
Teleconference: A Preview of the Supreme Court's 2018 Term
Procter and Gamble Speaks: P&G Leadership on the Company’s Progress and the Proxy Contest with Trian Fund Management
​Recap of CII’s 2017 Winter Meeting
Approximately 500 CII members gathered in San Diego, September 13-15, for the Council’s spring meeting, which featured a compelling lineup of speakers who discussed topics ranging from the SEC’s regulatory agenda to investors’ actions addressing the opioid crisis.
​Chamber Group Evaluates 2017 Proxy Season and Looks to Future
Speakers discussed the data and trends that emerged from the 2017 proxy season and made some predictions about what the 2018 season may hold during a September 19 event hosted by the Chamber of Commerce’s Center for Capital Markets Competitiveness.
SEC Releases Guidance for Companies on Complying with Pay Ratio Disclosure Requirements
The SEC September 21 issued interpretive guidance to help companies comply with the pay ratio disclosure requirement in the Dodd-Frank Act.
​Soft Dollars: Pending EU Regulation Re-Opens Public Debate in United States Too
A soon-to-be-implemented European regulation on soft dollar payments for research clashes with the existing U.S. safe harbor, posing a quandary for the SEC and asset managers.
News from CII
CII is delighted to welcome six new members.
Letter to PCAOB on Estimates and Specialists Proposals
Teleconference: No-Vote Stock and Shareowner Litigation
Teleconference: Financial Regulatory Updates
Teleconference: A Preview of the Supreme Court's 2018 Term
​Samsung’s Adoption of New Governance Disclosure System Could Signal Major Change
Samsung, the largest company in South Korea, is voluntarily adopting a new corporate governance disclosure system designed and launched by the Korea Exchange in March.
​Critics Say New U.K Reforms Scale Back Original Promises
The guidelines on executive pay and worker representation that the U.K. government unveiled August 29 are coming under fire for not going far enough.
CII Letter to SEC Challenges Request for Reforms to Shareholder Proposal Rules
The Council delivered a letter August 21 to the SEC opposing a July 17 request for rulemaking to amend Rule 14a-8 that was submitted by the Corporate Governance Coalition for Investor Value.
FYI
Investors Invited to Weigh In on Proxy Statements
News from CII
CII Outlines Views on Numerous Issues in Letter to U.S. Treasury
Stay On Top of Comment Opportunities Through NEW Free Tracker
Teleconference: No-Vote Stock and Shareowner Litigation
Teleconference: Financial Regulatory Updates
Teleconference: A Preview of the Supreme Court's 2018 Term
Register for CII's Fall Conference
​Activist Investors Make Boards Whiter and More Male, ISS Study Shows
Hedge fund activism at U.S. companies results in board members who are younger and more independent—but less diverse, according to a new ISS report, “The Impact of Shareholder Activism on Board Refreshment Trends at S&P 1500 Firms.”
​Eye on International: Malaysian Exchange “Presently” Not Considering Dual Class
Shortly after a media report noting that Bursa Malaysia was launching a study to examine the possibility of allowing dual-class listings raised concern among investors, the Asian exchange issued a statement clarifying that it “has no plan to facilitate listing of dual class shares.”
​Pension Funds Sue on Share Lending Market
Three pension funds (two of which are CII members) have sued leading prime brokerage banks alleging conspiracy to stifle competition in the stock lending market. The plaintiffs are the Iowa Public Employees’ Retirement System and the Sonoma County Employees’ Retirement Association (both CII members) and the Orange County Employees Retirement System.
Four Reasons Not to Miss the 2017 Fall CII Meeting
Dynamic Speaker Lineup, Exciting Venue
Attendance
Sharing and Connecting with the CII Network
Educational Opportunities
​News from CII
CII Seeks Research Analyst
Teleconference: Integrated Reporting: Is it Time to Make it Mainstreamed in the U.S.?
Teleconference: Financial Regulatory Updates
Registration for Fall Conference Open
Fall Conference Update: Conference Hotel is Sold Out
​Proposal to Declassify Filed at Vista Outdoor Receives Almost Unanimous Support
A proposal filed by the Connecticut Retirement Plans and Trust Fund, which asks Vista Outdoor, a gun and ammunition manufacturer, to declassify its board, received an impressive 94% of the votes cast at the company’s August 1 annual meeting.
​SEC Says Cardinal Health Can Omit Proposal on Use of Drugs for Executions
Last week, the SEC granted no-action relief to Cardinal Health, giving the company permission to omit a proposal asking the pharmaceutical giant to issue a report describing the controlled distribution systems it implements on behalf of manufacturers to prevent the use of restricted medicines in prisons for executions.
Investor Group Convinces 146 Companies to Switch to Annual Say-on-Pay Votes
Shareholders at 146 Russell 3000 companies voted to switch from triennial say-on-pay votes to annual say-on-pay votes as a result of a campaign organized this past proxy season by Segal Marco Advisors.
Eye on International: HK Exchange Revisits Permitting Multi-Class Structures
Investors and other market participants have until August 18 to express their views to the Hong Kong Exchange on a preliminary “straw man” proposal under which the exchange would create a third trading board that would list companies with “non-standard governance features,” including multi-class stock structures.
​Teamsters Urge Senator Not to Introduce Bill on Regulating Proxy Advisors
International Brotherhood of Teamsters General President James Hoffa sent a letter to Sen. Dean Heller (R-Nev.) August 3 urging him not to introduce legislation that would establish a new regulatory regime for proxy advisors.
​CII Sends Letter Supporting PCAOB’s Proposed Rules on Auditor’s Report, Chamber Pushes Back
CII sent a letter to the SEC August 8 urging the commission to promptly approve the PCAOB’s proposed rules on the auditor’s report on audits of financial statements when the auditor expresses an unqualified opinion.
​News from CII
Welcome New Member!
New Podcast: No-Vote Shares and the Business Judgment Rule
CII Seeks Research Analyst
Teleconference: Integrated Reporting: Is it Time to Make it Mainstreamed in the U.S.?
Teleconference: Financial Regulatory Updates
Registration for Fall Conference Open
Fall Conference Update: Conference Hotel is Sold Out
​CII Queries Netflix on Majority-Supported Shareholder Proposals in Its Queue
CII sent a letter July 28 to Jay Hoag, lead independent director at Netflix, asking how the company’s board plans to respond to the multiple shareowner resolutions that received majority support at the company’s June 6 annual meeting.
​Big Push by Investors to Ramp Up Board Diversity Proved Effective this Proxy Season
This past proxy season, the nation’s top money managers and institutional investors made major inroads into increasing diversity on corporate boards.
​Possibility of SEC OKing Mandatory Arbitration Clauses for IPOs Rankles Investors
SEC Commissioner Michael Piwowar’s recent suggestion that the SEC should allow IPOs to include mandatory arbitration provisions in their governing documents has touched off a wave of concern among investors.
Updated CII Publication Examines New Proxy Access Provisions
Proxy access was just beginning to take off in 2015 when CII published "Proxy Access: Best Practices," an overview of the Council's position on common access bylaw provisions.
​CII Welcomes S&P Dow Jones’ Move to Ban New Multi-Class Listings from Key Indexes
CII welcomes S&P Dow Jones’ decision to ban new multi-class companies from its key U.S. stock indexes. The move means that Snap Inc. and other new public companies with share classes that have differential or no voting rights for certain investors will be barred from inclusion in the S&P 500, S&P MidCap 400 and S&P SmallCap 600.
FYI
EY Disruption Study: Institutional Investor Interview Opportunity
Investor Survey on Corporate Governance in China
​News from CII
CII Seeks Research Analyst
Registration for Fall Conference Open
Fall Conference Update: Conference Hotel is Sold Out
​New SEC Chair Invites Input on Commission Agenda
SEC Chairman Jay Clayton emphasized his eagerness to engage with stakeholders as he formulates an agenda for the agency and the need for the SEC to view all regulations through the lense of ‘Mr. and Mrs. 401K’ during a July 26 discussion hosted by the U.S. Chamber of Commerce’s Center for Capital Markets Competitiveness (CCMC).
​SEC’s Recent Regulatory Agenda Places Number of Key Governance Reforms on Hold
A number of regulatory reforms that CII has long supported are missing from the list of rules in the active “Proposed Rule Stage” in the SEC’s regulatory agenda released by the Office of Management and Budget July 20.
U.S. Chamber of Commerce Proposes Tight Restrictions on Shareholder Proposals
The U.S. Chamber of Commerce’s Center for Capital Markets Competitiveness (CCMC) on July 26 published recommendations for overhauling the shareholder proposal system.
​FTSE Russell Sets Limit on Percentage of Shares with No Votes for Public Shareholders
CII applauds FTSE Russell’s July 26 preliminary decision to bar Snap and companies with virtually zero voting rights in the hands of public shareholders from inclusion in the Russell 3000 and other FTSE Russell indexes.
​McKesson Shareholders Reject Say on Pay, Company Agrees to Separate CEO, Chair Roles
A majority of McKesson shareholders voted to reject the company’s say-on-pay proposal at the company’s July 26 annual meeting, and responding to pressure from shareholders, the company agreed to separate the roles of chair and CEO when the current CEO departs.
​FYI
AllianceBernstein Seeks a Proxy Voting and ESG Associate
News from CII
Podcast on CII’s Majority Voting Campaign
Teleconference: Shareholders’ Ability to Amend Bylaws: Understanding the Value and Addressing Limitations
Register for CII’s Fall Conference
​Connecticut Fund Presses Vista Outdoor to Declassify its Board
The Connecticut Retirement Plans and Trust Funds filed a shareholder proposal at Vista Outdoor urging the company to declassify its board and require all directors to stand for election annually.
Proxy Season 2017 Shareholder Proposal and Engagement Wrap Up
Investors apparently filed fewer proposals at Russell 3000 companies in the first seven months of 2017 than they did in 2016, according to analysis by CII.
​House Appropriations Bill Takes Aim at Universal Proxies
On July 13, the House Appropriations Committee passed a spending bill that would prohibit the SEC from acting on its proposal to require public companies to use universal ballots for contested elections.
President Nominates Hester Peirce to be SEC Commissioner
On July 19, President Trump nominated Hester Peirce, a critic of Obama-era initiatives to tighten financial market regulation, to fill a vacant Republican seat on the SEC.
​News from CII
In Case You Missed It: Teleconference Featuring a Proxy Season Wrap Up
Teleconference: Financial Regulatory Updates
Registration for Fall Conference Open
​CII’s Accomplishments this Quarter
Initiative on Dual-Class and No-Vote Shares
NEW Member Toolkit
CII’s May 24 NYC Panel Discussion Honoring Ira Millstein
New Members
Correspondence
New Publications
Podcasts
Teleconferences and Webinars
​Governance News This Quarter
News from Capitol Hill
Spending Bill
News from the PCAOB
News from the Supreme Court
Governance News Now
Investors Petition SEC for Better Disclosure of Human Capital Management
Clayton’s Remarks Point to Support for Scaling Back Disclosure Rules
FTSE Russell CEO Says Index May Restrict Inclusion of Firms with Unequal Voting Rights
Teamsters Urge McKesson Shareholders to Vote Against Pay and For Independent Board Chair
CII Members Appointed to ICGN Board
News from CII
Teleconference: Proxy Season Wrap Up
CII Opens Registration for Fall Conference
Correction
n article in last week’s Governance Alert incorrectly identified as CalPERS the proponent of a board diversity proposal that passed with an impressive vote of 85% of the votes cast.
​100+ Business Leaders Back Recommendations of Task Force on Climate-Related Financial Disclosures
Heads of more than 100 companies and institutional investors committed to support the final recommendations published today of the Financial Stability Board's Task Force on Climate-related Financial Disclosures (TCFD).
​Addition of Chinese Stocks to Index Puts Focus on Improving Governance
MSCI’s June 20 announcement that it will add domestic Chinese stocks to its emerging markets benchmark could compel international money managers to pay more attention to corporate governance in China and demand improvements.
​Supreme Court Ruling Sets Tight Limits on Time Period for Filing Class-Action Suits
In a June 26 Supreme Court ruling on California Public Employees’ Retirement System v. ANZ Securities, the court said investors can no longer rely on class actions to hold their individual claims beyond the three-year period after a security was offered to the public.
​Treasury Department Invites Suggestions for Upcoming Report on Capital Markets
President Trump issued an executive order in February instructing the Treasury Secretary to report to the president on the extent to which the existing financial regulatory system promotes the administration’s “Core Principles” of financial regulation.
​Support Levels for S&P 500 Directors Dropped in 2017
Significantly more S&P 500 directors received lower levels of shareholder support in 2017 than in 2016, reveals data from ISS.
​CII Members Demand Major Governance Reforms at Mylan Following Vote
CalSTRS and the Comptrollers of both New York City and New York State sent a strongly worded letter June 28 to Mylan Laboratories’ independent directors urging them to take swift action in response to the failure of both the say-on-pay proposal and the chair of the compensation committee to receive majority shareholder support.
​New HKEX Board Could Allow Dual-Class Listings
The Hong Kong Exchange (HKEX) June 16 launched a consultation on whether it should create a new board with a softer stance on governance issues such as the inclusion of dual-class shares.
​IAC Nixes Plan for Non-Voting Shares after CalPERS Sues
IAC Interactive on June 21 decided not to pursue its plan to create a new class of non-voting shares.
​CII Letter to Nasdaq Asks for More Shareholder Review of Private Placements
CII submitted a letter June 26 to the Nasdaq Listing Council responding to a June 14 proposal to amend the exchange’s listing rules.
FYI
Ceres Seeks Candidates for Two Positions
News from CII
?Teleconference: Financial Regulatory Updates
Teleconference: Proxy Season Wrap Up
In Case You Missed It: Webinar on Benefit Corporations
CII's Online Director of Member Proxy Voting Guidelines/Histories Updated
CII Opens Registration for Fall Conference
Upcoming Meetings that Feature Members' Proposals
?Throughout the 2017 proxy season, the Governance Alert will note upcoming annual meetings at which proposals filed by CII members will come to votes.
Meeting Follow Ups
Noteworthy governance news from the 2017 annual meetings at Hospitality Properties Trust, Mylan Laboratories, Abercrombie & Fitch and Hudson Pacific Properties
Anne Sheehan Elected to Chair SEC's Investor Advisory Committee

CalSTRS Director of Corporate Governance Anne Sheehan, who served as CII chair in 2012 and 2013, was elected chairman of the SEC's Investor Advisory Committee (IAC) on June 22.
Update to Japanese Stewardship Code Spotlights Leverage of Asset Owners
?Japan's Financial Services agency recently revised the comply-or-explain Japanese Stewardship Code, which was first adopted in 2014.
Dutch Government to Debate Foreign Anti-Takeover Rules
The Dutch parliament on June 28 will debate proposals to curb takeover bids by foreign companies. The Netherlands' government is urging parliament to consider requiring a one-year "time out" for foreign companies that submit hostile bids for Dutch companies.
CII Continues to Advocate for Good Governance Practices in Canada
CII sent a letter June 19 to the Canadian Minister of Innovation, Science and Economic Development, supporting amendments to the Canada Business Corporations Act (CBCA) in Bill C-25 that would add majority voting for directors as well as the annual and individual election of directors.
CII Continues to Advocate for Good Governance Practices in Canada
?CII sent a letter June 19 to the Canadian Minister of Innovation, Science and Economic Development, supporting amendments to the Canada Business Corporations Act (CBCA) in Bill C-25 that would add majority voting for directors as well as the annual and individual election of directors.
Resubmission Thresholds Pique SEC Interest at 14a-8 Stakeholder Meeting
At a June 16 SEC roundtable, commission staff solicited views from investor and company representatives on how resubmission requirements under Rule 14a-8 (i)(12) operate in practice.
CII Asks Blue Apron to Ditch Triple-Class Share Structure
CII urged Blue Apron Holdings not to issue shares that give investors no voting rights, and to adopt a single class of shares with equal voting rights.
​FYI
Minnesota Teachers Retirement Association Seeks Executive Director
​News from CII
Teleconference on Benefit Corporations: Governance and Shareholder Rights
Teleconference: Financial Regulatory Updates
Proxy Season Wrap Up Teleconference
Registration Now Open for CII Fall 2017 Conference
​Upcoming Meetings that Feature Members’ Proposals
Throughout the 2017 proxy season, the Governance Alert will note upcoming annual meetings at which proposals filed by CII members will come to votes.
​SEC’s Investor Advisory Committee Set to Discuss IPOs, CHOICE Act Provisions
The June 22 meeting of the Investor Advisory Committee will include discussions on “Capital Formation, Smaller Companies, and the Declining Number of Initial Public Offerings” and on certain provisions of the Financial CHOICE Act of 2017 relating to the SEC.
​BlackRock Sets Important Precedent in Reason for Vote against ExxonMobil Directors
In a groundbreaking move, BlackRock put out a comment that indicates the money manager voted against ExxonMobil’s lead director and governance committee chair, and explains that a key reason for its opposition was the directors’ refusal to meet with shareholders.
​Forest City Shareholders Approve Dual-Class Collapse
On June 9, shareholders of Forest City Realty Trust voted overwhelmingly to eliminate the trust’s dual-class structure, which had given a Ratner family partnership known as RMS the right to separately elect up to 75 percent of the board and 10 votes per share on other matters.
​FTSE Russell Accepting Input on Voting Rights Through June 16
Investors have until the end of day tomorrow, barring a last-minute extension, to participate in FTSE Russell’s consultation on whether and how to incorporate voting rights into index-eligibility criteria.
​At Nabors Industries, Sixth Time is the Charm for Proxy Access
Immediately following Nabors Industries June 6 annual meeting, at which a majority of shareholders voted for a proxy access proposal for the sixth year running, the company’s board announced that it adopted an access policy.
​Stand-Alone Bills on Investment Advisors and Proxy Advisors Could be Forthcoming
The Investment Advisor Modernization Act, to which CII has expressed opposition, could progress in Congress, warned Christopher Hayes, director of industry affairs for the Institutional Limited Partners Association, during a June 8 CII financial regulatory update teleconference.
While Larger Companies Push to Declassify, Smaller Firms Struggle to Keep Up
New analysis from CII shows that while S&P 500 companies are surging ahead and declassifying their boards, smaller firms are dragging their feet on board declassification.
​News from CII
In Case You Missed It: Webinar: Proxy Season Preview for India
Teleconference on Benefit Corporations: Governance and Shareholder Rights
Teleconference: Financial Regulatory Updates
Save the Date: CII Fall 2017 Conference
Upcoming Meetings that Feature Members’ Proposals
Throughout the 2017 proxy season, the Governance Alert will note upcoming annual meetings at which proposals filed by CII members will come to votes.
​Meeting Follow Ups
Updates on some of the most recent hot meetings in the 2017 proxy season.
​Lawmakers’ Letter to Clayton Calls for Improved Disclosure on Board Diversity
Reps. Carolyn Maloney (D-N.Y.) and Donald Beyer (D-Va.) sent a letter to SEC Chairman Jay Clayton May 30 asking him to work on implementing former SEC Chair Mary Jo White’s plans to step up the SEC’s proxy disclosure rules on diversity of board nominees.
​FBI Pick Wray Has Deep Background in Corporate Scandal Investigations
Trump FBI nominee Christopher Wray has deep experience in white collar crime and corporate scandals, both in defense and prosecution.
​LSE Considers Bending Rules for Massive IPO as Saudi Aramco Decision Nears
Media reports indicate that the London Stock Exchange (LSE) may bend its rules to enable Saudi Aramco to gain a “Premium Listing” without meeting that segment’s 25% public float requirement.
​Interest in Dual-Class Structures Continues to Grow, Much to Investors’ Dismay
Recent news points to a troubling trend toward the spread of dual-class stock.
​Mylan Board Attempts to Intercept ISS Voting Recommendations
Four nonexecutive directors at Mylan Laboratories, which has come under heavy fire recently for its compensation practices, sent a June 6 letter to Institutional Shareholder Services (ISS), indicating that it was denied a request to review the proxy advisor’s voting recommendations before they are made available to ISS subscribers.
​CII, State Treasurers and Comptrollers Endorse Right to File Shareholder Proposals
In a joint statement issued June 5, CII, eight state treasurers and five state comptrollers, including New York State Comptroller Thomas DiNapoli and New York City Comptroller Scott Stringer, said that the right to file shareholder proposals at companies in their investment portfolios is a fundamental right of shareowners.
​CII Letter Recommends Changes to Shareholder Meeting Practices
CII sent a letter June 8 to members of a key stakeholder committee focused on developing a new set of best practices for annual shareholder meetings.
House Passes Financial CHOICE Act with Troublesome Provisions
As expected, the U.S. House of Representatives on June 8 approved the Financial CHOICE Act in a largely party-line vote of 233-186, with no Democratic support and one Republican dissenter.
CII Executive Director’s Letter in WSJ Asserts Red Tape is Not to Blame for Drop in IPOs
A letter to the editor penned by CII Executive Director Ken Bertsch and published in the June 1 Wall Street Journal refutes an argument made in a previous Journal OpEd that a decline in IPOs is related to overregulation, shareholder proposals and pressure to eliminate dual-class stock.
Exxon Shareholders Approve Climate Change Proposal by Large Margin
ExxonMobil shareholders on May 31 cast 62% of votes for a shareholder proposal from dozens of proponents led by the New York State Comptroller on behalf of the Common Retirement Fund asking the company to publish an annual climate change risk assessment.
PCAOB Adopts New Standard for Improved Auditors’ Report
The PCAOB on June 1 adopted a new standard for the auditor’s report to investors, after more than six years of policy development.
FTSE Russell Opens Consultation on Non-Voting Shares
CII encourages members to submit comments in response to a public consultation that FTSE Russell has opened on whether non-voting share classes should be included in its indexes.
Investors Oppose Directors at Mylan Laboratories
New York City pension funds, CalSTRS, the New York State Comptroller and Dutch pension giant PGGM are asking shareholders to oppose six incumbent directors and the say-on-pay proposal at Mylan Laboratories’ June 22 annual meeting.
CSX Shareholders to Vote on Dissident’s Reimbursement Arrangement with New CEO
CSX shareholders are set to vote June 5 on a proposal to reimburse a dissident group that paid a fee to ensure that former Canadian Pacific CEO Hunter Harrison would move to become CEO of CSX.
GM Shareholders Set to Vote on Dissident’s Slate, Proposal to Split Stock
General Motors shareholders will vote June 6 on three dissident candidates nominated by Greenlight Capital along with a shareholder proposal filed by the activist fund, which is a 5 percent shareholder in the company.
Forest City Seeks to End Dual-class Share Structure
In a rare reversal, Forest City Realty Trust is seeking shareholder approval at its June 9 annual meeting to amend its charter to convert its dual-class structure into a single class of common stock with equal voting rights.
Management Nominees Re-Elected at Taubman Despite Governance Concerns
A proxy battle at Taubman Centers ended June 1 with all of management’s candidates being re-elected.
Upcoming Meetings that Feature Members’ Proposals
Throughout the 2017 proxy season, the Governance Alert will note upcoming annual meetings at which proposals filed by CII members will come to votes.
News from CII
Deadline for Member-Hosted Meetings Extended
Webinar: Proxy Season Preview for India
Teleconference: Financial Regulatory Updates
Teleconference on Benefit Corporations: Governance and Shareholder Rights
Save the Date: CII Fall 2017 Conference
​CII’s NYC Panel Discussion Honoring Ira Millstein Explored Board Dynamics
A panel led by Ira Millstein discussed the intricacies of quality board leadership at a May 24 event hosted by CII at the Time Warner Center in New York City.
​New Podcast Offers Insights into CII Study on Multi-Class Stock
Does multi-class equity really help increase value? CII staff has recorded a podcast explaining the findings and methods of CII's new report that finds no meaningful relationship between multi-class common stock with differential voting rights and long-term value as measured by return on invested capital.
​Portnoy REITs Continue to Ignore Will of Shareholders
REITs affiliated with the Portnoy family, notorious for their unsavory governance practices, are living up to their reputation these days. Recently, three Portnoy REITS ignored numerous clear messages from shareholders and adopted contradictory governance practices.
Data Shows Dual-Class IPOs are More Frequent, but Not Booming
Investors often hear that dual-class initial public offerings (IPOs) are booming, proving that market participants are eager to invest in companies with such controlled structures. However, a CII analysis of Dealogic data shows that the number of dual-class IPOs is not exploding, but instead has risen only slightly from 2010 to 2016.
​So Far, U.S. Say-on-Pay Votes are Up in 2017
The current Say on Pay failure rate of 0.6% is the lowest since these votes were required in 2011, Semler Brossy reported May 24.
​New Proposal on Common Ownership Registers Almost 5% at Twitter
An unusual proposal that came to a vote at Twitter’s May 22 annual meeting managed to eek out the support of 4.7% of the votes cast.
​Upcoming Meetings that Feature Members’ Proposals
Throughout the 2017 proxy season, the Governance Alert will note upcoming annual meetings at which proposals filed by CII members will come to votes.
​News from CII
Webinar: Proxy Season Preview for India
Teleconference: Financial Regulatory Updates
Save the Date: CII Fall 2017 Conference
FYI
?May 24 Webinar on Large Data Breaches
News from CII
Teleconference: Financial Regulatory Updates
CII Comes to NYC: Honoring Ira Millstein
Save the Date: CII Fall 2017 Conference
​Upcoming Meetings that Feature Members’ Proposals
Throughout the 2017 proxy season, the Governance Alert will note upcoming annual meetings at which proposals filed by CII members will come to votes.
​Proposed Changes to Shareholder Proposal Rule would Have Unintended Consequences
Provisions in the CHOICE Act that would implement onerous requirements for shareholders who wish to file shareholder proposals would shut down the productive dialogue that results from these proposals, says a Columbia Law School Blue Sky Blog by J. Robert Brown.
AFT Study: Fees Paid to Alternative Investment Managers Lead to Underfunded Pensions
Excessive fees paid to alternative investment managers are a significant contributor to pension funds’ shortfalls, says a new study by the American Federation of Teachers (AFT).
​Fed Up, Netflix Shareholders Press for Majority Voting, Proxy Access, ESG Disclosure
Since 2013 the Netflix board has declined three times to implement a majority-supported shareholder proposal asking the board to amend the bylaws to require uncontested directors to obtain a majority of votes cast in order to be elected to the board.
​Conoco Phillips Reveals Say-on-Pay Failure at Virtual-Only Meeting
At the Conoco Phillips May 16 annual meeting, Chair and CEO Ryan Lance announced the company’s say-on-pay vote had failed by a significant margin.
Shareholder Proposals on Climate Change Register Strong Votes
A number of shareholder proposals centered on climate change have received notably high votes so far this proxy season.
​Debate over Dual-Class Stock Continues to Make News
Quite a few new developments emerged recently on the dual-class stock front.
​CII and 50+ Investors Tell House CHOICE Act Weakens Investor Rights
CII and more than 50 institutional investors with $4 trillion in combined assets sent a letter May 17 to all members of the House of Representatives opposing provisions of the Financial CHOICE Act that undercut fundamental shareholder rights.
​News from CII
New Member!
Teleconference: Financial Regulatory Updates
CII Comes to NYC: Honoring Ira Millstein
Save the Date: CII Fall 2017 Conference
​Sad Farewell
CII grieves the passing of long-time member and governance advocate Rich Ferlauto.
​Upcoming Meetings that Feature Members’ Proposals
Throughout the 2017 proxy season, the Governance Alert will note upcoming annual meetings at which proposals filed by CII members will come to votes.
​SEC Event on IPO Decline Opens Broader Questions about Capital Raising
During a May 10 half-day session on reigniting the IPO market hosted by the SEC and New York University, dialogue expanded to debate about what is driving young companies toward private capital fundraising for early growth.
Protest at Bombardier, Strong Support for Proxy Access Highlight Canada’s Proxy Season
Amid strong investor criticism on poor performance and executive pay hikes, Bombardier announced May 11 that Executive Chairman Pierre Beaudoin will step down as an executive, but remain as non-executive chair.
​Generation Investment Management Targets Pay at JLL
London-based Generation Investment Management (GIM), founded by Al Gore and others, on May 8 said it would write to inform its clients, which include large asset owners, that at Jones Lang LaSalle’s (JLL) May 31 annual meeting it intends to vote against re-election of the company’s compensation committee members and the board chair, as well as its say-on-pay proposal.
​Corporate Feud Paints Dutch Governance in Negative Light
The months-long standoff between Akzo Nobel and its U.S. rival and suitor PPG has sparked an investor backlash against the Dutch paint maker.
​SEC Appoints Hinman Director of Corporation Finance
New SEC Chair Jay Clayton announced May 9 that William Hinman will serve as the director of the SEC’s Division of Corporation Finance.
​New CII Study Examines Economic Impact of Multi-Class Common Stock
Multi-class common stock with differentiated voting rights has no meaningful effect on long-term performance, as measured by return on invested capital (ROIC), finds a new CII research paper.
​CII Extends Deadline for Investors to Co-Sign CHOICE Act Letter to House Members
CII is extending to 3 PM ET Monday, May 15, the deadline for signing on to a CII letter to all members of the U.S. House of Representatives strongly opposing certain provisions of the Financial CHOICE Act.
FYI
CII Member discount for US SIF Conference and course on the Fundamentals of Sustainable and Impact Investment
News from CII
Members-only Listserv
Teleconference: Financial Regulatory Updates
CII Comes to NYC: Honoring Ira Millstein
Upcoming Meetings that Feature Members’ Proposals
In addition to these write ups, members can share information about their initiatives on CII’s Activism Committee Bulletin Board.
Cooperation between Money Managers and Activist Funds Exemplified at Whole Foods
The scenario playing out at Whole Foods is indicative of how the relationship between traditional money managers and activist funds is shifting.
Mylan Discloses Large Payments to Chair
Mylan Laboratories on May 2 disclosed compensation for Chairman Robert J. Coury of $98 million, as valued in the preliminary proxy statement summary compensation table.
AICPA Releases Framework to Help Companies Report on Efforts to Oversee Cybersecurity Risks
The American Institute of Certified Public Accountants (AICPA) just created a voluntary framework to help companies inform investors about their efforts to guard against cybersecurity risks and the effectiveness of those efforts.
Proxy Access Proposal Receives Majority Support, Say on Pay Almost Sinks at IBM Annual Meeting
At IBM’s April 25 annual meeting, the say-on-pay proposal came close to defeat and a proxy access proposal garnered majority support.
Spending Bill Holds SEC Funding Steady, Puts Brakes on Political Disclosure
The omnibus spending bill that Congress finally agreed on to keep the government running through September keeps funding for the SEC fairly steady but puts on hold an important rule and axes a special reserve fund.
House Committee Clears Financial CHOICE Act, CII Continues to Fight Back
The Financial CHOICE Act was voted out of the House Financial Services Committee May 4 in a straight party-line vote of 34 to 26.
FYI
CII Member discount for US SIF Conference and course on the Fundamentals of Sustainable and Impact Investment
News from CII
Welcome New Member!
Teleconference: Financial Regulatory Updates
CII Comes to NYC: Honoring Ira Millstein
​Upcoming Meetings that Feature Members’ Proposals
Throughout the 2017 proxy season, the Governance Alert will note upcoming annual meetings at which proposals filed by CII members will come to votes.
New Study Examines How Investors are Integrating ESG Factors into Investment Decisions
Investors are using a wide variety of approaches to integrate environmental, social and governance (ESG) factors into their investment decisions, finds a new study by the IRRC Institute and Sustainalytics.
​Research Paper Recommends Sunset Provisions in Dual-Class Structures
A new discussion paper written by Lucian Benchuk and Kobi Kastiel as part of the Harvard John M. Olin Discussion Paper Series finds any benefits that companies launching IPOs derive from dual-class structures diminish significantly over time.
​Issues with Southern’s Plant Projects Prompt Shareholders to Oppose Directors, Say on Pay
Study Links Overly Generous CEO Pay to Lagging Financial Performance
Overpaid CEOs appear to be a fundamental leading indicator of future corporate risk and lagging shareholder return, says the third annual 100 Most Overpaid CEOs: Are Fund Managers Asleep at the Wheel? report from As You Sow.
​Teamsters Oppose Tenet’s Say-on-Pay Proposal after CEO Pay Rebounds
The International Brotherhood of Teamsters General Fund sent a letter to Tenet Healthcare shareholders urging them to vote against the say-on-pay proposal at the company’s May 4 annual meeting.
Wells Fargo’s Shareholders Vent Frustrations through Director Election
Shareholders’ ire over Wells Fargo’s scandalous sales practices was evident in the board election held at the bank’s April 25 annual meeting.
CII Targets Russell 2000 Companies in Latest Phase of Campaign
On January 30, CII completed the third round of letters in its majority vote campaign, sending letters and majority-voting FAQ's to 178 Russell 2000 companies.
​CII Submits Comments to S&P on No-Vote Shares in Indexes
CII on April 27 submitted responses to an S&P Dow Jones survey on potential exclusion of no-vote shares from indexes, including the S&P 500.
Eye on International: U.K. House of Commons Committee Calls for Sweeping Reforms
At the same time Congress is debating comprehensive legislation to scale back major corporate governance reforms, the U.K. government is proposing far-reaching changes that would broadly expand that nation’s existing framework for ESG and stewardship matters.
Congress Considers CHOICE Act, CII Fights to Block Bill’s Harmful Provisions
The day before the House Financial Services Committee held an April 26 hearing on the Financial CHOICE Act, CII issued a press release and sent a strongly worded letter to Committee Chairman Jeb Hensarling (R-Texas) and Ranking Member Maxine Waters (D-Calif.) outlining the troubling ways that the legislation threatens fundamental shareholder protections.
News from CII
New Spreadsheet Spotlights Comp Committee Members at Firms with Failed Say-on-Pay Votes
Welcome New Member!
Letter Responds to Senate Banking Committee’s Request for Proposals
Letter on New CII Policy to IFRS Advisory Council
Teleconference: Financial Regulatory Updates
Upcoming Meetings that Feature Members’ Proposals
Throughout the 2017 proxy season, the Governance Alert will note upcoming annual meetings at which proposals filed by CII members will come to votes.
HFT Industry Hits More than a Speed Bump
As high-frequency trading strategies have matured and become commoditized, HFT trading firms have fallen on harder times, reports The Wall Street Journal and other publications.
​ New York City Comptroller, Funds Make Inroads on Disclosure of Pay Equity
New York City Comptroller Scott Stringer and the New York City Pension Funds reached agreements with six major healthcare and insurance companies — two industries that have the highest adjusted gender pay gaps in the nation – to disclose information on how they address gender pay equity.
​Wells Fargo Annual Meeting Features High Profile Votes
Following from the scandal over fake accounts, the Wells Fargo April 25 annual meeting is likely to be one of the most highly visible of the year.
CII and CII Members Launch Offensive Opposing Virtual-Only Annual Meetings
With the number of companies holding virtual-only annual meetings continuing to spike, CII and CII members are expressing their opposition to this growing practice.
​Stock Indexes Agree to Launch Consultations on Inclusion of No-Vote Shares
On the heels of discussions with, and correspondence from, CII, two major stock indexes announced earlier this week that they are launching consultations to gather feedback from investors about the inclusion on their indexes of no-vote shares.
News from CII
New Members!
Teleconference: Financial Regulatory Updates
​New York State Fund Outlines Plans for Integrating ESG into Investments
The New York State Common Retirement Fund just published a new report detailing the process it is following to implement its ESG investment philosophy and strategies.
​Canadian Study Finds Extraordinary CEO Pay is Becoming Ordinary
Outside-of-plan awards, such as sign-on bonuses, severance payments and retention awards, are becoming a widespread and common component of executive pay, finds a new study by the Ontario Teacher’ Pension Plan and the Canada Pension Plan (CPP) Investment Board.
​New FASB Rule Requires Sears to Disclose Info on its Future Prospects
A new accounting rule that recently went into effect requiring companies to evaluate and disclose whether there is significant doubt about their ability to stay in business just shed some light on Sears Holdings’ current status.
​Two Largest Shareholders Fight for Control of Tronc
The two largest shareholders in Tronc, the company that owns The Chicago Tribune, The Los Angeles Times and other newspapers, are battling it out for control of the company.
​GM Fights Activist’s Plan to Create Dual-Class Common Stock
General Motors issued a statement March 28 rejecting a proposal filed by Greenlight Capital as well as a slate of four board candidates nominated by Greenlight.
​Toronto Stock Exchange Recommends Tightening Majority Vote Requirements
In the latest step toward enhanced shareholder rights in Canada, the Toronto Stock Exchange (TSX) March 9 released guidelines on majority voting requirements (MVR) and other governance practices. These provisions are in Bill C-25, which would amend the Canada Business Corporations Act (CBCA).
​Texas Legislator Introduces New Version of Governance Bill
As reported in last week’s Alert, the Texas House Committee on Investments and Financial Services introduced in the Texas legislature H.B. 2382, entitled the "Bring Business to Texas and Fairness in Disclosure Act."
FTSE/Russell to Consult on No-Vote Shares; CII Presses SGX, MSCI to Align Economic Interests with Voting Rights
After meeting with CII staff and receiving input from investors and a letter from CII, FTSE/Russell staff has indicated they will undertake a consultation seeking feedback on the potential inclusion of SNAP in FTSE and Russell indexes.
​News from CII
In Case You Missed It: Teleconferences Last Week
Teleconference TOMORROW on Maker-Taker Rebates: How they Impact Investors and What to do About It
Teleconference: Financial Regulatory Updates
​EY Study Offers Insights on Nominating and Governance Committees
A new EY study of Fortune 100 companies reveals nominating and governance committees’ primary roles.
EU Directive on Shareholder Rights Extended to Regulation of Institutional Investors, Proxy Advisors
Pending adoption by the EU Council, a revised version (link: http://data.consilium.europa.eu/doc/document/ST-7269-2017-INIT/en/pdf ) of the European Union’s Shareholders Rights Directive will usher significant regulatory requirements for institutional investors and their proxy advisors.
​Study: Disclosure on Corporate State Lobbying Expenditures Remains Murky
A new study released this week by the Sustainable Investment Institute and the Investor Responsibility Research Center Institute looking at corporate disclosure of state lobbying expenditures finds that although half of the states mandate some sort of disclosure on this, key questions remain for investors on what their portfolio companies actually spend.
​Texas Bill Targets Proxy Advisory Firms, Activist Shareholders, Shareholder Resolution Proponents
Representative Tan Parker, chair of the Texas House Committee on Investments and Financial Services, recently introduced in the Texas legislature H.B. 2382, entitled the “Bring Business to Texas and Fairness in Disclosure Act.”
​Throng of Investors Press Acting SEC Chair to Implement Pay Ratio Rule
One hundred and sixteen investment funds, led by the AFL-CIO’s Office of Investment, sent a co-signed letter March 22 to Acting SEC Chair Michael Piwowar urging him to have the commission follow through on implementing the pay ratio disclosure rule.
​Trump’s Nominee to Chair SEC Expresses Views on Wide Range of Investment Issues
President Trump’s nominee to be SEC chair, Jay Clayton, expressed some telling views on multiple topics during his March 23 nomination hearing before the Senate Banking Committee.
News from CII
Welcome New Member
Correspondence
Teleconference: Statutes of Repose for Federal Securities Claims - Key Issues and Emerging Developments
Teleconference on Maker-Taker Rebates: How they Impact Investors and What to do About It
Eye on International
Safran, a French manufacturer of plane engines, is trying to buy Zodiac Aerospace, which makes plane seats and electrical aerosystems, for 8.5 billion Euros through a tender offer, which requires the support of at least 50 percent of outstanding shares.
​Panel Convened by SEC Expresses Skepticism about Current Disclosure Regime
The SEC on March 10 hosted a day-long Evidence Summit on Disclosure Effectiveness, the first event in the commission’s new Policy-Oriented Stakeholder and Investor Testing for Innovative and Effective Regulation initiative.
​Former SEC CorpFin Director Higgins Backs Universal Proxies, Opposes Tougher Rules for Proxy Advisors
In a wide-ranging March 9 speech, former SEC Director of Corporation Finance Keith Higgins expressed shareholder-friendly views on a number of issues pending at the agency and on Capitol Hill.
New Senate Bill Stresses Importance of Cybersecurity Expertise on Boards
A bipartisan bill introduced in the Senate March 7 would require companies to disclose whether they have board members with cybersecurity expertise, and if they do not, to explain why they considered the expertise unnecessary.
Hensarling Memo Provides Preview of Likely New CHOICE Act Provisions
A memo from House Financial Services Committee Chair Jeb Hensarling (R-Texas) to the committee’s leadership indicates the new areas that are likely to be addressed in the latest version of the Financial CHOICE Act, which is slated to be re-introduced any day.
​SEC Finalizes Rules Requiring Hyperlinks
The SEC on March 1 adopted a rule requiring use of hyperlinks for each exhibit listed in the exhibit index of 10-Ks, registration statements and certain other filings.
​BlackRock Explains How it will Engage and Vote on Climate-Risk
Earlier this month, BlackRock issued a statement explaining how it is engaging with and voting at companies on the issue of climate risk.
How Much Is Too Much? CSX Asks Shareholders to Decide on Would-Be CEO’s Pay Demands
The CSX board announced February 14 that it is naming former Canadian Pacific CEO Hunter Harrison to be CEO, under pressure from activist investor Paul Hilal and his hedge fund, Mantle Ridge.
​Trump Names Giancarlo to Chair CFTC
President Trump on March 14 named Commodity Futures Trading Commission Acting Chairman J. Christopher Giancarlo to chair the CFTC longer-term. Giancarlo, a Republican member of the CFTC since 2014, has criticized aspects of Dodd Frank rules put in place by the commission, which he believes are flawed and strayed from the legislation.
Statistics on Institutional Ownership Seem to be Key in No-Action Requests
Recent SEC no-action decisions on proxy access proposals provide a road map to the commission’s interpretation of Rule 14a-8(i)(10), which allows companies to exclude proposals that ask them to adopt provisions they already have “substantially implemented.”
CII, Members Discuss No-Vote Shares with Indexers, New Dual-Class IPOs Add to Concern
CII will be formally asking MSCI, S&P and FTSE/Russell to conduct consultations seeking feedback from investors on the inclusion of new non-voting equity offerings in their core indexes.
​News from CII
Webinar: Return on Equality
Teleconference: Corporate Disclosure and Materiality
CII Members Urge Mexican Regulators to Adopt Governance Reforms
Cartica Capital is leading an effort to press the Mexican Banking and Securities Commission (CNBV) and the Mexican Stock Exchange (BMV) to adopt governance practices that are more shareholder-friendly.
Group of Institutional Investors Press Texas Lawmakers to Oppose ‘Bathroom Bill’
Led by New York City Comptroller Scott Stringer and Trillium Asset Management, a group of institutional investors with combined assets under management of $11 trillion sent a letter to Texas legislators opposing a bill that would prevent transgender people from using restrooms consistent with their gender identity in public schools, universities, and government buildings.
​Many Institutional Investors Opt to Engage Rather than Divest
A group of more than 100 institutional shareholders and religious orders, collectively representing $653 billion in assets under management, sent a statement February 16 to 17 banks urging them to use their influence as project lenders to support rerouting the Dakota Access Pipeline around the Standing Rock Sioux Tribe’s treaty territory.
CII Executive Director, CII Members Testify in MD House of Delegates to Support Majority Voting
CII Executive Director Ken Bertsch and two CII members testified February 22 in the Maryland House of Delegates in support of a bill HB 0589 that would make majority voting for directors in uncontested elections the default vote standard at companies incorporated in Maryland.
s Dual-Class Race to Bottom Accelerating? Singapore Considers Permitting Dual Class and Hong Kong May Revive Issue
The Singapore Exchange (SGX) on February 16 launched a consultation on permitting public company listings with dual-class share structures.
FYI
ICGN Winter Events in DC Open to CII Members
News from CII
Welcome New Members!
CII Sends Two Comment Letters
In Case You Missed It Teleconference: CII Congressional Advocacy Initiatives for 2017
Registration Deadline for 2017 Winter Conference Approaching
Master Class: Executive Compensation 201
Pension Fund Trustee Training
Share Proxy Season Updates on Your Initiatives!
​Governance Round Up
A compilation of recent governance news.
​Elliott’s Proxy Fight at Arconic Heats Up
While proxy fight threats to relatively large companies receded in 2016, Arconic faces what appears to be an intense challenge.
Banc of California Adopts Reforms in Response to Looming Proxy Fight
Responding to an announcement from CalSTRS and Legion Partners Asset Management that they are launching a proxy fight at Banc of California, the bank appointed a new director and adopted several governance reforms.
​FYI
Washington State Looking for Corporate Governance Officer
News from CII
2017 Winter Conference Registration Open
Master Class: Executive Compensation 201
Share Proxy Season Updates on Your Initiatives!
​Staples, Exxon Mobil Respond to Shareholders with Governance Reforms
Two big U.S.companies just announced they are adopting the governance reforms requested in shareholder proposals.
​NYC Funds Announce Carbon Footprint Analysis
Trustees of five New York City pension funds on February 2 announced they will undertake “the first-ever carbon footprint analysis of their portfolios and determine how to best manage their investments with an eye toward climate change.” In a press release, New York City Comptroller Scott Stringer’s office says “a failure to adapt to the realities of global warming could present potential investment risks.”
​Trump’s Supreme Court Nominee Represented CII before High Court in 1999
President Donald Trump’s nominee to the Supreme Court, Neil Gorsuch, has a connection to CII.
​U.S. Chamber Focuses on Updating Corporate Disclosures in New Administration
The Chamber of Commerce’s Center for Capital Markets Competitiveness on January 31 hosted a conference and released a publication on modernizing the corporate disclosure system.
​Stewardship Group Urges Investors to Sign onto Framework Setting Governance Standards
A group of investors is calling on every institutional investor and asset management firm investing in the United States to sign onto its Framework for U.S. Stewardship and Governance.
​CII Report on Proxy Access Bylaws at U.S. Companies Finds Convergence on Key Provisions
CII published a report February 2 on proxy access bylaw provisions adopted by 347 U.S. public companies.
CII Organizes Members to Co-Sign Letter to Snap on IPO with No Voting Rights for Public Investors
CII is urging its members to co-sign a letter to the co-founders of Snap urging them to reconsider their plans to go public with a share structure that offers public investors no voice in the company’s corporate governance.
News from CII
Share Proxy Season Updates on Your Initiatives!
In Case You Missed It: Teleconference Offering 2017 Proxy Season Preview
2017 Winter Conference Registration Open
Master Class: Executive Compensation 201
​Study by IRRCi and ISS Tracks Progress and Stagnation on Corporate Boards
A comprehensive study released January 24 reveals that although boards at S&P 1,500 companies are adding a substantial number of new directors, directors with at least 10 years of board service still occupy 38 percent of board seats.
​U.K. Coalition Backs Similar Regime for Large Public and Private Companies
Four U.K.-based organizations January 24 sent a letter to U.K. Prime Minister Theresa May urging her to streamline the governance expectations for companies with more than 1,000 employees, whether publicly traded or privately held.
CEOs of BlackRock, State Street Advise Companies on Long-term Strategies
The heads of two huge U.S. money managers wrote to the CEOs and boards of the firms in which they invest and advised them on the factors they should take into account when drafting their long-term strategies.
CII Members Offer Rundown of 2017 Proxy Season Plans During Teleconference
CII Members shared their 2017 proxy season initiatives during a January 25 teleconference.
News from CII
New Members
In Case You Missed It: Teleconference Offering Update on Delaware Case Law
Teleconference: 2017 Proxy Season Preview
2017 Winter Conference Registration Open
Master Class: Executive Compensation 201
​Japanese Exchange Issues Report on Governance Code Compliance
The Tokyo Stock Exchange released January 16 a report on listed companies’ progress toward compliance with the comply-or-explain Japanese Corporate Governance Code adopted in June 2015.
Surveys Provide Insights into Proxy Advisory Firms’ Practices and Influence
With so much attention on Capitol Hill being focused on proxy advisory firms, two new surveys shed some light onto how these firms are viewed by companies and how they are used by investors.
​NASDAQ Lists its Priorities in the New Administration
NASDAQ has laid out its priorities for the new Trump Administration.
​Investors’ Voting Power Vanishes in Snap IPO
Snap, the technology company that owns the disappearing message app Snapchat, is taking dual-class stock to an extreme level.
​House Passes Bill Requiring SEC to Conduct Extensive Cost-Benefit Analysis
The House, late in the afternoon on January 12, passed along party lines H.R. 78, the SEC Regulatory Accountability Act, which would require the SEC to engage in a rigorous cost-benefit analysis each time it issues a new rule. CII has expressed strong opposition to the legislation.
Management’s Access to Preliminary Vote Results Receives Renewed Attention
A recent study and group of SEC no-action decisions have brought the issue of preliminary vote tallies back into the spotlight.
News from CII
In Case You Missed It: Teleconference on End-to-End Vote Confirmation
Teleconference: Delaware Case Law Update
Teleconference: 2017 Proxy Season Preview
2017 Winter Conference Registration Open
Master Class: Executive Compensation 201
​NYC Funds Report Progress on Proxy Access and Political Spending Disclosure
The New York City Pension Funds’ 2016 Post-Season Report released January 12 by New York City Comptroller Scott M. Stringer highlights progress on corporate adoptions of proxy access bylaws and political spending disclosure.
​Apple’s Upcoming Annual Meeting Features Five Shareholder Proposals
Apple just issued the proxy statement for its February 28 annual meeting, and the agenda shows the following five shareholder proposals will be coming to votes:
​Bill Would Cut Tax Exemption for Performance-Based Pay
Democratic lawmakers on Capitol Hill have introduced legislation to end a tax exemption for CEO bonuses and prevent publicly traded companies from deducting the costs of these bonuses from their corporate tax bills.
​CII Members Cite Council’s Universal Proxy Letter in Comments to SEC
The SEC received 30 comment letters on its universal proxy proposal before the January 9 deadline for submission. Of that total, 12 were from institutional investors, five from asset managers and three from law firms.
​FYI
ICGN Winter Events in DC Open to CII Members

Amicus Brief on Delaware Law and Appraisal Rights
​News from CII
In Case You Missed It
Teleconference on End-to-End Vote Confirmation
Teleconference: Delaware Case Law Update
Teleconference: 2017 Proxy Season Preview
2017 Winter Conference Registration Open
Master Class: Executive Compensation 201
Pension Fund Trustee Training
​Highlights of CII’s Accomplishments this Quarter
CII Urges Hill Leaders to Leave Anti-Shareholder Riders Out of Spending Bill
CII Executive Director Outlined Priorities, Concerns for SEC Advisory Council
Publication
New Members
Correspondence and Testimony
Teleconferences and Webinars
​Governance News this Quarter
Proxy Access Trial Run Halted
​Governance News this Week
CII Letter Supports SEC Proposal on Universal Proxies and Clear Disclosure of Vote Standards
CII Publishes Guide to Majority Voting for Directors
DOL Issues Guidance on Proxy Voting by Employee Benefit Plan Fiduciaries
Appeals Court Rules SEC’s Use of In-House Judges is Unconstitutional
Trump Nominates Wall Street Lawyer to Chair SEC
SEC Chair White: Investors Should Not Be Myopic on High-Quality Global Accounting Standards
Delaware Court Upholds Law Prohibiting Fee-Shifting Bylaws
FYI
ICGN Winter Event in DC Open to CII Members
News from CII
Teleconference: Say-on-Pay Frequency
Teleconference on End-to-End Vote Confirmation
Teleconference: Delaware Case Law Update
Teleconference: 2017 Proxy Season Preview
2017 Winter Conference Registration Open
Master Class: Executive Compensation 201
Study Tracks Growing Norms in Governance Practices Worldwide
Farient Advisors, in conjunction with its partners in the Global Governance and Executive Compensation Network (GECN), conducted a survey covering 17 countries across six continents to gather insights into corporate governance practices and trends.
​SASB Benchmarks Sustainability Disclosures
The Sustainability Accounting Standards Board (SASB) earlier this month published its inaugural Annual State of Disclosure Report.
​Task Force Offers Suggestions on Climate-Related Disclosure
To provide advice to investors trying to assess and price climate-related risks and opportunities, the Task Force on Climate-Related Financial Disclosure released December 14 comprehensive recommendations.
Trump Seeks Icahn’s Advice on SEC Chair; Speculation Swirls on other Agency Chairs
President-Elect Donald Trump consulted with activist shareholder Carl Icahn on the search for a new SEC chair.
​Say-on-Pay Frequency Moves to Forefront as Investors Prepare to Vote in 2017
In 2017, for the first time since 2011, shareholders will vote on the frequency of say on pay at a large number of companies.
​News from CII
Teleconference on End-to-End Vote Confirmation
Teleconference: Delaware Case Law Update
Teleconference: 2017 Proxy Season Preview
2017 Winter Conference Registration Open
Master Class: Executive Compensation 201
Annual Board Index Finds Decline in Turnover, Increase in Female Directors
Spencer Stuart just published the 31st edition of its Board Index, which examines the latest data in board composition, board practices and director compensation among S&P 500 companies.
​New Equilar Study Tracks Corporate Disclosure on Pay and Governance
Equilar’s recently released Executive Compensation & Governance Outlook 2017 highlights noteworthy trends in corporate governance and executive compensation disclosure at S&P 500 companies.
​SEC Grants Apple No-Action Relief from GHG Proposal
Apple was granted no-action relief from a proposal filed by responsible investment firm Jantz Management asking the company’s board to draft a plan for Apple to reach a net-zero greenhouse gas emissions status by 2030.
​Portland Passes Tax on Firms with Large Gaps Between CEO and Worker Pay
Portland’s City Council on December 7 passed a measure to tax companies at which the CEOs make more than 100 times the median employee pay.
​Netherlands Updates Governance Code
On December 8 a Dutch monitoring committee chaired by corporate governance professor Jaap van Manen released an updated version of the Netherlands’ comply-or-explain corporate governance code.
​Companies Raise Investors’ Ire by Creating Non-Voting Stock Classes
Efforts by the boards at two prominent companies to add non-voting classes of shares while allowing board chairs to keep disproportionate voting power are raising investors’ hackles.
​News from CII
Policies Committee Seeks Comments
Welcome New Members!
Teleconference on End-to-End Vote Confirmation
Teleconference: 2017 Proxy Season Preview
In Case You Missed It: Webinar on U.S. Sustainable, Responsible and Impact Investing Trends 2016
2017 Winter Conference Registration Open
​IRRCi Awards Research on Dangers of Short-Term Investing
Two research papers that have the potential to reshape investor thinking on the detrimental impacts of short-term investing won the Investor Responsibility Research Center Institute (IRRCi) annual investor research competition.
​Division of Corporation Finance Director to Leave SEC
The Director of the SEC’s Division of Corporation Finance Keith Higgins plans to leave the commission in early January after heading the division for more than three years, the SEC announced December 6.
Supreme Court Upholds Insider Trading Conviction
In the first major insider trading case in two decades, the U.S. Supreme Court on December 6 ruled that a man could be sent to prison for making trades even if the insider who provided him with a tip was not trying to make money.
​Concern Rises Over Potential Antitrust Implications of Common Ownership
Does “common ownership” by institutional investors of companies in an industry cause prices in that industry to rise?
​Wells Fargo Responds to Investors, Alters Bylaws to Ensure Independent Chair
In response to a shareholder proposal filed by Connecticut State Treasurer Denise Nappier, Illinois Treasurer Michael Frerichs, Hermes EOS, the UAW Retiree Medical Benefits Trust and the Needmor Fund, Wells Fargo announced December 1 that it is changing its bylaws to require its chair and vice chair be independent members of the board. The proponents withdrew their proposal.
CII Executive Director Outlines Priorities for SEC Advisory Council
Speaking before the SEC’s Investor Advisory Council (IAC) December 8, CII Director Ken Bertsch outlined both the Council’s priorities and concerns and acknowledged the commission’s recent accomplishments in several key areas.
News from CII
Teleconference
End-to-End Vote Confirmation
2017 Winter Conference Registration Open
Group of CII Members Offers Advice on Talking with Firms about Stock Buybacks
A coalition of CII members published a guide November 29 for institutional investors who are engaging with companies on capital allocation/stock buyback decisions.
Proxy Access Trial Run Halted
The first trial run for proxy access appears to have hit a roadblock.
​SEC: No Immunity for Exchanges from Pension Fund Suit Alleging Market Manipulation
The SEC on November 28 filed an amicus brief arguing that national securities exchanges should not have “absolute immunity,” as the defendants claimed, in a case involving high-frequency trading.
​State Treasurers, Hermes Demand Independent Board Leadership at Wells Fargo
Connecticut State Treasurer Denise Nappier, Illinois Treasurer Michael Frerichs, Hermes EOS and the Needmor Fund filed a proposal asking Wells Fargo’s board to change its bylaws to require the chair to be an independent member of the board.
​U.K. Government Proposes Major Corporate Governance Reforms in New Paper
Post Brexit, the U.K. government is making plans to bolster corporate governance as part of its strategy to continue to attract investment. The government’s Department for Business, Energy & Industrial Strategy issued and invited comments on a Green Paper on corporate governance reform November 29.
FYI
Regions Seeks Corporate Social Responsibility Analyst
​News from CII
In Case You Missed It
Teleconference: Strategies, Engagements, and Responses to Majority Vote Standard Advocacy
Teamsters Urge McKesson Board to Take Action to Address AG’s Charges
The International Brotherhood of Teamsters sent a letter November 15 to McKesson’s board urging it to take steps to investigate and address company practices that have resulted in West Virginia’s Attorney General charging McKesson with “illegal and reckless and malicious action” in “flooding” a state of fewer than 2 million people with 100 million opiate doses over a five-year period.
​New GAO Study Examines Proxy Advisory Firms’ Influence
new GAO study, Corporate Shareholder Meetings: Proxy Advisory Firms’ Role in Voting and Corporate Governance Practices, finds that the level of influence that proxy advisory firms have on voting and corporate governance is minimal because large institutional investors cast the majority of proxy votes and do not exclusively rely on the research and vote recommendations offered by proxy advisory firms to help decide how to vote proxies.
​Former SEC Commissioner Atkins Leads Trump’s Transition Efforts at Agency
President-elect Donald Trump tapped former SEC Commissioner Paul Atkins to help oversee the new administration’s transition efforts at the SEC and other financial agencies and to recommend policies on financial regulation.
​International Investment Funds Urge Revamp of Executive Pay Practices
Three prominent international investment funds that are CII members are calling for a major overhaul of executive compensation.
​GAMCO Uses National Fuel Gas’s Proxy Access Bylaw
FYI
Globe Tax Reports: Pension Funds Eligible for Recovery of Foreign Withholding Tax
News from CII
Teleconference: Strategies, Engagements, and Responses to Majority Vote Standard Advocacy
​Coalitions Drive Progress on Board Diversity
Board diversity continues to be a pressing issue for investors and two groups are taking an active role in the issue.
​Proxy Advisors Split on Voting Recommendations for Tesla-SolarCity Deal
Shareholders will vote November 17 on whether to approve Tesla Motors’ purchase of SolarCity, and the two major U.S. proxy advisory firms are split on their voting recommendations on this deal.
​CII Urges Hill Leaders to Leave Anti-Shareholder Riders Out of Upcoming Spending Bill
Under the new Trump administration and Republican-controlled Congress, CII will continue to fight to stop efforts to roll back or eliminate many of the critical investor protections put in place by the Dodd-Frank Act as well as other reforms that were enacted in the wake of the 2008 financial crisis.
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News from CII
Teleconference: Strategies, Engagements, and Responses to Majority Vote Standard Advocacy
Highlights of CII Accomplishments this Quarter
Fall Meeting
Two New Policies
Majority-Vote-Standard Campaign
Correspondence and Testimony
Teleconferences and Webinars
New Members
Governance News This Quarter
News from the Department of Justice
News from Capitol Hill
News from the SEC
Governance News this Week
CII’s New FAQ Explains Benefits of SEC’s Proposed Universal Proxy Rules
New Report by CEO Group Calls for Litany of Changes to Shareholder Proposal Process
Does the Financial System Work? University of Delaware Panel Offers its Two Cents
UNITE-HERE Highlights Frightful Governance Practices
​News from CII
Teleconference: Strategies, Engagements, and Responses to Majority Vote Standard Advocacy
In Case You Missed It: Teleconference on Cybersecurity - Confronting the Challenge from an Investor's Perspective
CII Files Third Comment Letter on SEC Disclosure Effectiveness Project
​Conference Board Hosts Corporate Political Spending Event
The Conference Board hosted its annual corporate political spending conference on October 20 in Washington, D.C.
​U.K. Government Launches Inquiry into Major Governance Overhaul
In the U.K., the House of Commons’ Business, Innovation and Skills Committee at the beginning of the month launched a corporate governance inquiry in anticipation of instituting reforms.
Federal Regulators Propose Cybersecurity Standards for Financial Institutions
The Federal Reserve, Office of the Comptroller of Currency and the Federal Deposit Insurance Corporation on October 19 issued an advanced notice of proposed rulemaking (ANPR) that would strengthen cybersecurity standards for many large financial institutions.
​CII Study Finds IPO Companies’ Governance Practices Lacking
Last month, CII staff completed a study of the corporate governance practices implemented at newly public companies. The results were not encouraging.
​CII Targets Russell 2000 Companies in Majority-Vote-Standard Campaign
On October 25, CII stepped into the next phase of its majority-vote-standard campaign by sending 194 letters to Russell 2000 companies, encouraging them to replace their plurality vote requirements for uncontested director elections with a true majority vote standard.
​SEC Proposes Universal Proxy Card for Contested Elections
In a groundbreaking move, the SEC on October 26 voted 2-to-1 to propose rules that would require companies to provide universal proxy cards in contested director elections.
News from CII
Teleconference: Cybersecurity - Confronting the Challenge from an Investor's Perspective
Teleconference: Strategies, Engagements, and Responses to Majority Vote Standard Advocacy
Comment Letter to SEC on Exhibit Hyperlinks
​New Study Finds Progress on 10-K Disclosures
A new report from EY and the Financial Executives Research Foundation highlights some of the current trends in companies’ disclosure effectiveness efforts.
​Report Aims at Increasing Diversity at Asset Managers
A new joint report from The ReFund America Project, Roosevelt Institute and Service Employees International Union finds opportunities for investment consultants to both promote minority asset managers and create long-term financial value for institutional investors.
​SEC Seeks Feedback on Pay Ratio Disclosure
As part of its comprehensive disclosure effectiveness review, the SEC released on October 18 compliance and disclosure interpretations that include questions related to the pay ratio disclosure rules.
​Delaware Vice Chancellor’s Paper on Proxy Plumbing Now Available
Delaware Vice Chancellor J. Travis Laster told CII Fall Conference participants that the complex proxy plumbing system continues to cause problems related to voting, and that solutions may be near through distributed ledger technology, the best known versions of which are called “blockchain.”
Proxy Access News
Although the 2017 proxy season has not launched, the scene is being set for how proxy access will play out then.
Canadian Parliament Considers Amendments to Require Majority Voting
A bill amending the Canadian Business Corporations Act (CBCA) to allow for majority voting in director elections is currently wending its way through the Canadian Parliament.
​SEC to Propose Rules on Universal Proxy Card Next Week
The SEC is set to consider at an October 26 open meeting a proposal on universal proxy cards, an issue that CII has pressed for two years.
FYI
OSERS Seeks Executive Director
News from CII
Teleconference: Cybersecurity - Confronting the Challenge from an Investor's Perspective
​CAQ Survey Finds High Levels of Retail Investor Confidence in Markets
Results from the Center for Audit Quality’s recent "Main Street Investor Survey"
​50/50 Project’s Survey Highlights Key 2016 Climate Change Votes
The 50/50 Climate Project released its “Key Climate Vote Survey” highlighting 27 votes at 18 companies in the oil and gas utility sectors that the project believes are representative of the initiatives proposed by long-term shareholders “to promote better risk management and preserve company value at these firms.”
​Nobel Prize Winner’s Work Includes Focus on Executive Compensation
The Royal Swedish Academy of Sciences on October 10 awarded Bengt Holmstrom the Nobel Economics Prize for work on contract theory.
Weinberg Center Roundtable Elevates Climate Competence at the Board Level
Twelve roundtable participants from various sides of the market discussed how boards should adapt to growing business risks and opportunities posed by climate change at an October 6 event at the University of Delaware’s Weinberg Center.
​SEC’s Enforcement Division Sets Records in Fiscal 2016
The SEC’s enforcement division set a few records in 2016, the agency reported October 11.
​State Street Paper Warns Against Activist Settlements Favoring Short-Term Views
State Street Global Advisors published a paper October 10, “Protecting Long-Term Shareholder Interests in Activist Engagements,” explaining how it will decide to vote in director elections at companies that have reached settlements for board representation with activists.
​Carpenters’ Fund Continues to Make Progress on Auditor Disclosure
For the fifth year in a row, the United Brotherhood of Carpenters' Pension Fund will embark on a letter-writing campaign this proxy season to convince companies to step up the auditor independence disclosures in their proxy statements.
FYI
Results Available from Annual ISS Survey
Sad Good Bye
News from CII
Teleconference: Cybersecurity - Confronting the Challenge from an Investor's Perspective
​CII 2016 Fall Meeting Recap
More than 400 CII members gathered at the historic Palmer House Hilton in Chicago, September 28-30, to hear from a host of dynamic speakers discussing topics ranging from executive compensation to climate change.
FYI
LACERA Seeks CIO
MSCI Publishes Primer on Fossil Fuel Divestment
News from CII
Last Day to Register for CII's 2016 Fall Conference in Chicago!
​Policies on Long-Termism, Shareholder Voting Rights on Ballot at CII Meeting
At the fall meeting in Chicago, CII General Members are encouraged to vote on two new policies on long-termism and shareholders’ voting rights:
Corporate Debacles Raise Serious Concerns about Executive Pay
Recent headlines concerning scandals at Wells Fargo and Mylan point to serious governance problems associated with executive compensation.
Groups Join CII in Opposing Proxy Advisory Legislation
More organizations are weighing in on the proxy advisor legislation that prompted CII to send a September 6 letter to Capitol Hill lawmakers expressing serious concerns.
​House Subcommittee Hearing Focuses on Corporate Governance
CalPERS Investment Director, Sustainability, and CII Board Member Anne Simpson testified at, and CII submitted a letter for, a September 21 House Financial Services Committee’s Capital Markets Subcommittee hearing entitled “Corporate Governance: Fostering a System that Promotes Capital Formation and Maximizes Shareholder Value.”
News from CII
Registration for Fall Conference Ends Friday, September 23, at 5 PM ET!
Webinar: IEX and the Future of Trading--Tomorrow!
Two Educational Offerings at the 2016 Fall Conference
​Paper Examines Sources of Activist Funds’ Successes
Activist hedge funds that acquire a reputation for “clout and expertise” are more successful, according to Randall Thomas of Vanderbilt, Frank Partnoy of the University of San Diego and C.N.V. Krishnan of Case Western Reserve, in a paper published in the October 2016 Journal of Corporate Finance.
Three Bills Pending on Capitol Hill Could Harm Investors
Three pieces of legislation that contain worrisome provisions for investors are now wending their way through the halls of Capitol Hill.
​News from CII
Webinar: IEX and the Future of Trading
Two Educational Offerings at the 2016 Fall Conference
Register Now for CII's 2016 Fall Conference in Chicago!
​Disclosure on Proxy Voting Varies Widely at Non-U.S. Funds, Study Finds
As You Sow just published a study looking at disclosure of non-U.S. funds’ proxy voting practices and data.
​Study Finds Directors View Stock Buybacks Favorably, but Support More Disclosure
Corporate directors disagree with widespread criticism of corporate stock buybacks, but admit they should do a better job of disclosing the reasons they undertake these buybacks, finds a new study by Investor Responsibility Research Center Institute and Tapestry Networks.
​Teamsters Urge FedEx Shareholders to Vote Against Executive Pay Plan
The International Brotherhood of Teamsters sent a letter September 1 to FedEx shareholders urging them to vote against the company’s executive compensation plan at the September 26 annual meeting.
​Singapore Exchange’s Move to Permit Dual-Class Shares Raises Fear of Race to Bottom
The Singapore Exchange’s Listing Advisory Committee (LAC) voted in favor of permitting dual-class share structures on the exchange, the SGX announced last week, albeit with some protections. Implementation remains subject to the exchange's approval, which will be preceded by an opportunity for the public to comment.
​CII Letters Urge Hill Lawmakers to Oppose Bills on Proxy Advisors and Private Equity Funds
This week, CII weighed in on two pieces of legislation with serious implications for investors by sending letters to lawmakers on Capitol Hill.
News from CII
Teleconference on Proxy Advisory Firm Bill and Other Legislative Developments
Webinar: IEX and the Future of Trading
Two Educational Offerings at the 2016 Fall Conference
Register Now for CII's 2016 Fall Conference in Chicago!
​Task Force Aims to Streamline Guidance on Climate-Related Disclosure
Members of the Financial Stability Board’s Task Force on Climate-Related Financial Disclosures (TCFD) will hold a key plenary meeting in two weeks in Paris to decide on new voluntary reporting guidance.
Meeting to Watch
​SEC Seeks Comments on Disclosure of Governance Matters
As part of its comprehensive Disclosure Effectiveness Project, the SEC is seeking comments on disclosure requirements in Regulation S-K, Subpart 400, related to management, certain security holders and corporate governance matters.
​CII’s 2016 Letter Writing Campaign Finds Firms Still Hesitant to Respond
A review of CII’s letter writing campaign targeting majority-supported shareholder proposals and “zombie” directors finds that companies remain slow to respond to shareholders’ expressed wishes.
​FYI
Securities Lending by the Numbers
​News from CII
CII Has New Look
Webinar: IEX and the Future of Trading
Two Educational Offerings at the 2016 Fall Conference
Register Now for CII's 2016 Fall Conference in Chicago!
Last Call for Sponsorship Opportunities!
​Director Election Defaults by State
Last month, CII began a letter-writing campaign urging Russell 3000 companies to adopt majority voting in their director elections. Director election standards can be rooted in bylaws, articles of incorporation or corporate governance principles. However, state law also governs director election standards by setting a default that companies must use if their bylaws or articles do not explicitly set another standard.
Johnson Controls’ Shareholders Soundly Defeat Pay Package Linked to Merger
Although 98 percent of Johnson Controls’ shareholders who cast votes at the company’s August 17 special meeting supported the company’s merger with Tyco International and the combined firm’s move to Ireland, just 12 percent of the votes cast favored Johnson Controls’ executive compensation plan, the lowest say-on-pay vote of the year.
​Corvex Launches Unprecedented Proxy Fight at Williams
Corvex Management is venturing into uncharted territory with its proxy battle at Williams. The activist fund is seeking to elect 10 of its employees to the company’s board where they will stand as placeholders until Corvex solicits permanent independent directors and presents them to shareholders for a vote.
​SEC Seeks Comments on Governance Disclosure
At press time, the SEC announced that it is seeking public comments on disclosure requirements in Subpart 400 of Regulation S-K, including those related to management, certain security holders and corporate governance matters.
News from CII
Webinar: IEX and the Future of Trading
Two Educational Offerings at the 2016 Fall Conference
Register Now for CII's 2016 Fall Conference in Chicago!
​U.K. Group Criticizes Complexity in Executive Pay
The U.K. Executive Remuneration Working Group on July 26 issued a final report recommending steps to simplify pay structures and improve alignment with shareholders.
New Study Using Proxy Access Data Suggests Increased Valuations from Increased Shareholder Control
Evidence from Congressional and SEC proposals to provide proxy access rights suggests increased valuation follows from a perceived increase in shareholder control.
CII Continues to Press Companies to Adopt Majority Voting
CII continued its majority vote election campaign this week by sending letters to eight additional Russell 1000 companies that use plurality voting requirements within a dual-class system.
​CII Pilots “Engagement Exchange”
Engagement has become the new normal in relations between many public companies and their shareholders, so much so that finding time to talk can be a problem. That is the motivation behind CII’s Engagement Exchange, a pilot initiative that CII will host at the fall conference in Chicago.
​CII Urges Members to Sign Letter to Senate Banking Committee
CII is encouraging members to sign a letter it will be sending to leaders of the Senate Banking Committee strongly opposing legislation in the House of Representatives that would tighten regulation of proxy advisory firms to the detriment of institutional investors.
FYI
News from CII
Two Educational Offerings at the 2016 Fall Conference

Register Now for CII's 2016 Fall conference in Chicago!
​Study Finds No-Actioned Proposals Garner High Levels of Shareholder Support
During the period from 2003 to 2013 companies sought no-action relief from 40 percent of the shareholder proposals that they received, finds a study conducted by researchers at Harvard Business School.
​Business Roundtable Releases New Edition of Governance Principles
On the heels of the of the “Common Sense Corporate Governance Principles” unveiled by a group of 13 large companies July 21, the Business Roundtable just issued a new edition of its Principles of Corporate Governance.
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​Number of M&A Suit Filings Dropped, Finds Study
The rate of M&A litigation has declined substantially and so has the share of such litigation being filed in the Delaware Court of Chancery following last year’s ruling on Trulia Inc. Stockholder Litigation, finds a new study by Cornerstone Research.
​Shareholders Once Again Show Strong Support for Political Disclosure at McKesson
For the fourth consecutive year, a shareholder proposal asking McKesson to ramp up its disclosure of political contributions received strong support.
New No-Action Decision Sheds More Light on SEC’s Interpretation of Rule 14a-8(i)(10)
The staff of the SEC’s Division of Corporation Finance July 21 issued a no-action decision on a proxy access proposal that signals what the SEC staff considers “substantially implemented.”
New CII Campaign Targets Russell 1000 Holdouts on Majority Voting
CII mailed letters to 186 Russell 1000 companies August 1, urging them to adopt majority voting standards for elections of uncontested directors.
News from CII
Technical Glitches

Two Educational Offerings at the 2016 Fall Conference

Register Now for CII's 2016 Fall conference in Chicago!
Meetings to Watch
Throughout the 2016 proxy season, the Governance Alert provides brief write ups of upcoming annual meetings at which proposals filed by CII members will come to votes.
Eye on International U.K. Group Outlines Recommendations for New Approach to Executive Compensation
Lamenting a “complicated system with many examples of poor correlation between company performance and remuneration outcomes,” an ad hoc working group created in 2015 by the U.K.’s Investment Association on July 26 released its final report.
​New CalSTRS’ Governance Principles Hold Boards Accountable
On July 14, CalSTRS approved significant changes to its corporate governance principles that focus on the governance and composition of public company boards, climate change risk management and executive compensation.
​Council Asks PCAOB to Broaden Definition of Critical Audit Matters
CII sent a letter to the Public Company Accounting Oversight Board (PCAOB) July 27 commenting on the board’s proposed auditing standard entitled “The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion and Related Amendments to PCAOB Standards.”
News from CII
Welcome New Members!
A Note of Thanks!
Registration for CII's 2016 fall conference in Chicago is open!
​Meetings to Watch
Throughout the 2016 proxy season, the Governance Alert provides brief write ups of upcoming annual meetings at which proposals filed by CII members will come to votes.
​Two CII Members Re-Appointed to SEC Investor Advisory Committee
The SEC announced July 12 the appointment of three new members to its Investor Advisory Committee, and the reappointment of five members whose terms recently expired.
​CII Teleconferences Featuring Members Offer Overview of 2016 Proxy Season
CII members offered insights into the 2016 proxy season during two teleconferences hosted by CII’s Activism Committee this week.
New NASDAQ Rule Casts Light on Payments to Directors
Earlier this month, NASDAQ approved new rules requiring listed companies to publicly disclose on their website or in their proxy statements (or, if they do not file proxy statements, in Form 10-Ks or Form 20-Fs), all agreements and arrangements between any director or nominee and any person or entity (other than the company) that provide for compensation or other payment in connection with that person’s candidacy or service as a director.
​House Passes Appropriations Bill with Worrisome Provisions
In a 239-185 vote on July 7, the U.S. House of Representatives passed H.R. 5485, the Financial Services and General Government Appropriations bill.
​SEC’s Corp Fin Division Discusses Timely Issues at Annual Stakeholder Meeting
The SEC’s Division of Corporation Finance’s June 30 annual Rule 14a stakeholder meeting focused on six topics: the 2016 no-action request season, Staff Legal Bulletin (SLB) 14H, proxy access no-action requests, the use of images in shareholder proposals and staff requests.
CII Sends Letter to SEC on Regulation S-K Disclosures
On July 8, CII submitted a comment letter to the Securities and Exchange Commission (SEC) on the SEC's concept release, "Business and Financial Disclosure Required by Regulation S-K."
​SEC Proposes another Component of Its Disclosure Effectiveness Project
As part of its comprehensive disclosure effectiveness project, the SEC voted July 13 to propose amendments to eliminate redundant, overlapping and outdated provisions. This proposal supplements the concept releases already issued by the commission on Regulation S-X and Regulation S-K (see below).
​SEC Staff Posts New Guidance on HSR Act Exemption and SEC 13G Eligibility
The SEC July 14 posted a new Compliance and Disclosure Interpretation affirming that a shareholder may file on Schedule 13G notwithstanding disqualification from reliance on the investment exemption of Hart-Scott-Rodino Act.
​DOJ Reaches Record Settlement with ValueAct
ValueAct Capital Management agreed to pay a record fine of $11 million to settle allegations that certain of its entities violated the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act).
News from CII
Teleconference: 2016 Proxy Season Wrap Up
Teleconference Offering Proxy Season Wrap Up: Focus on Environmental Issues
Registration for CII's 2016 Fall conference in Chicago is now open!
​CII’s Accomplishments this Quarter
Publication
New Member
Correspondence and Testimony
Teleconferences and Webinars
New Staff Member

​2016 Proxy Season
Proposals on proxy access, environmental issues and political contributions dominated this proxy season.
​News from Capitol Hill
House Passes Three Worrisome Bills
Appropriations Bill Funding SEC
Proposed Dodd-Frank Overhaul
Extension of SOX Exemption for Emerging Growth Companies
​News from the SEC
Comprehensive Study of S-K Reporting Requirements
Revised Guidance on Non-GAAP Measures
Upcoming Amendments to Rule on Disclosure of Board Diversity
​News from the Department of Justice
Recent Ruling with Potential to Chill Engagement
News from CII
CII Welcomes New Staff Member!
Teleconferences
Meetings to Watch
Throughout the 2016 proxy season, the Governance Alert provides brief write ups of upcoming annual meetings at which proposals filed by CII members will come to votes.
Soap Opera Involving Bad Succession Planning at Viacom Plays out in Court
Chancellor of the Delaware Court of Chancery Andre Bouchard said June 22 that he will hold off on ruling whether to affirm Viacom founder and Chairman Emeritus Sumner Redstone’s removal of five directors from the media giant’s board.
House Set to Vote after Recess on Appropriations Bill Funding SEC
Upon returning from recess July 5, the House of Representatives is expected to consider SEC and other financial services appropriations for fiscal 2017.
SEC Expected to Approve Launch of New Stock Exchange
On June 17, the SEC is expected to vote to approve IEX’s plan to launch a new stock exchange designed with a “speed bump” on orders to ensure that no trader has a faster view of the market than any other trader.
Votes of Note
Despite receiving less-than-majority support from shareholders, directors at three U.S. companies were ‘re-elected,’ recently according to the companies’ 8-Ks.
Meetings to Watch
Throughout the 2016 proxy season, the Governance Alert provides brief write ups of upcoming annual meetings at which proposals filed by CII members will come to votes.
House Committee Clears Worrisome Bills for Investors
The House Financial Service Committee June 16 passed three bills that could undermine critical U.S. investor protections.
News from CII
Registration Open
Welcome New Member
Proxy Access Once Again Most Popular
Governance Roundup
Governance happenings at the House Appropriations Committee, D.C. Retirement Board and Hose Financial Services Committee
Carpenters’ Fund Urges SEC to Require More Corporate Clarity on Voting Standards
d Durkin, director of the United Brotherhood of Carpenters’ Corporate Affairs Department, sent a letter June 7 to Keith Higgins, director of the SEC’s Division of Corporation Finance, urging the commission to address inaccurate and misleading director election vote standard descriptions in corporate proxy statements and incorrect election vote options on proxy cards.
CII Members Make Serious Headway on Majority Voting in 2016
CII members continue to make significant progress convincing companies to adopt majority voting in uncontested director elections.
House Puts Three Investor-Unfriendly Bills on Fast Track
The House Financial Services Committee is reportedly set to mark up (debate, potentially amend and report to the full House) on June 15 three bills that could undermine shareholder rights at U.S. public companies.
Meetings to Watch
Throughout the 2016 proxy season, the Governance Alert provides brief write ups of upcoming annual meetings at which proposals filed by CII members will come to votes.
FYI
Minnesota State Retirement System Seeks Executive Director

CII Executive Director to Interview Microsoft Chair at ICGN Conference
News from CII
In Case You Missed It:
2016 Proxy Season Preview for India and Japan
Executive Pay Proposal at BlackRock Garners Tepid Support
A much publicized proposal submitted by the Stephen M. Silberstein Revocable Trust to BlackRock received approximately 4 percent of the votes cast at the company’s May 25 annual meeting, preliminary voting results indicate.
Gannett Vote- No Effort at Tribune Publishing Gets Mixed Reception
Gannett, which launched an unsolicited bid for Tribune Publishing after the advance notice deadline for shareholder nominations, is asking Tribune Publishing investors to withhold support from eight director nominees at Tribune’s June 2 annual meeting.
U.S. Court Dismisses Toshiba Securities Fraud Suit by ADS Holders
he U.S. District Court for the Central District of California May 20 dismissed a class securities fraud suit related to the accounting scandal at Toshiba.
Court Enjoins Ashford Proxy Fight in Unusual Ruling
The U.S. District Court for the Northern District of Texas May 20 enjoined activist shareholder Sessa Capital from pursuing a proxy fight at Ashford Hospitality Prime (AHP).
House Passes Bill Extending SOX Exemption for Emerging Growth Companies
The U.S. House of Representatives May 23 approved by voice vote the “Fostering Innovation Act of 2015” (H.R.4139) that would extend a “temporary” auditing exemption for certain emerging growth companies to 10 years.
Proposals on Proxy Access, Majority Voting Stand Tall in 2016 Proxy Season
With dozens of new vote tallies from annual meetings streaming in every day, results to date show that two types of shareholder proposals—those asking companies to adopt proxy access and those requesting a majority vote standard in director elections—are registering the highest levels of support.
Meetings to Watch
Throughout the 2016 proxy season, the Governance Alert provides brief write ups of upcoming annual meetings at which proposals filed by CII members will come to votes.
FYI
CII Executive Director to Interview Microsoft Chair at ICGN Conference
News from CII
Webinar: 2016 Proxy Season Preview for India and Japan

Teleconference: North Sound Capital v. Merck Amicus Curiae Brief
Steering Committee Takes First Steps Toward Vote Confirmation
The Securities Industry End to End Vote Confirmation Steering Committee announced last week that after conducting projects and pilots for the past four years it concluded that vote confirmation in the proxy voting process is viable.
PwC Report Highlights Boards’ Composition
A new report on board composition, from PwC’s Governance Insights Center, summarizes key issues on what has become a hot topic for boards and shareholders.
BlackRock Study Touts Benefits of Engagement
A paper by BlackRock’s Matthew J. Mallow and Jasmin Sethi, published recently in the NYU Journal of Law and Business, discusses the value of shareholder engagement.
Meetings to Watch
SEC Revises Guidance on Non-GAAP Measures
EC Corporation Finance staff on May 17 released revised Compliance and Disclosure Interpretations (CD&Is) on non-GAAP financial measures.
CII Raises Concerns about Proxy Adviser and SEC Reform Bills
In written testimony prepared for a May 17 House Capital Markets Subcommittee hearing, CII said a bill that would tighten regulation of proxy advisory firms was “a solution in search of a problem.”
FYI
International Corporate Governance Network (ICGN) Conference in San Francisco
News from CII
Webinar: 2016 Proxy Season Preview for India and Japan
Five CII General Members Endorse Code of Conduct for Asset Managers
A number of CII General Members are endorsing a new Asset Manager Code of Professional Conduct, a voluntary code that the CFA Institute is offering to help asset managers practice ethical principles.
PCAOB Seeks More Comments on Revised Auditor Reporting Standard
The Public Company Accounting Oversight Board (PCAOB) May 11 re-proposed for public comment its auditor reporting standard, The Auditor's Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion.
Meetings to Watch
Throughout the 2016 proxy season, the Governance Alert will provide brief write ups of upcoming annual meetings at which proposals filed by CII members will come to votes.
Votes of Note
Significant vote tallies are emerging from some noteworthy annual meetings.
FYI
International Corporate Governance Network (ICGN) Conference in San Francisco
News from CII
Webinar: 2016 Proxy Season Preview for India and Japan
Latest CII Publication Helps Shareholders Engage on Cybersecurity
Last week CII released a brief guide highlighting how shareholders without technical backgrounds can bring their concerns about cybersecurity to the fore by asking straightforward questions about strategy, governance and transparency.
eBay Shareholder Proposal on Gender Pay Gap Receives Majority Support
A proposal asking eBay to report on its policies and goals to reduce the gender pay gap received 51 percent of the votes cast at the company’s April 27 meeting, an unusually high level of support for this type of resolution.
Meetings to Watch
Throughout the 2016 proxy season, the Governance Alert will provide brief write ups of upcoming annual meetings at which proposals filed by CII members will come to votes.
FYI
International Corporate Governance Network (ICGN) Conference in San Francisco
News from CII
Webinar: 2016 Proxy Season Preview for India and Japan
In Case You Missed It: Webinar - Long-Termisim and Public Policy
Upcoming Annual Meetings
Throughout the 2016 proxy season, the Governance Alert will provide brief write ups of upcoming annual meetings at which proposals filed by CII members will come to votes.
Federal Agencies Propose Rules Restricting Wall Street Firm’s Incentive Pay
The National Credit Union Administration, along with five other federal agencies including the SEC, April 21 released a proposed rule that would place much tighter restrictions on financial firm executives’ incentive pay.
Pause in IPOs Ends with Prominent Dual-Class Listings
After an unusually long four-month pause in overall IPO activity, SecureWorks, the cybersecurity arm of Dell, listed shares on NASDAQ on April 21
Proposals Meant to Spark Nuanced Conversation about Stock Buybacks
hile several CII members are filing shareholder proposals at, and engaging with, companies to limit or control stock buybacks, one individual proponent has submitted 15 proposals requesting that companies adopt payout policies that give preference to share repurchases (relative to cash dividends) as a method to return capital to shareholders.
CII Expresses Concerns about DOJ Chilling Shareholder Communications
CII sent a letter April 26 to the Assistant Attorney General for the Department of Justice’s (DOJ) Antitrust Division William Baer expressing concern that recent DOJ comments and actions may chill engagement by asset managers and asset owners on corporate governance, executive compensation and shareholder rights.
FYI
International Corporate Governance Network (ICGN) Conference in San Francisco
News from CII

Webinar: Long-Termisim and Public Policy
Webinar: 2016 Proxy Season Preview for India and Japan
Upcoming Annual Meetings
Throughout the 2016 proxy season, the Governance Alert will provide brief write ups of upcoming annual meetings at which proposals filed by CII members will come to votes.
U.K. Asset Managers Get Tough on Board Tenure
The trend toward voting against, or withholding support for, directors with exceptionally long tenures seems to be spreading overseas.
CtW Investment Group Launches Vote-No Campaigns to Push for Board Independence
CtW Investment Group is launching vote-no campaigns at four companies where it says a lack of independence on the boards has led to serious business risks.
News from CII
Staff Promotions, CII Seeks Research Analyst, Webinar: Long-Termisim and Public Policy, Webinar: 2016 Proxy Season Preview for India and Japan, Comment Letter
Upcoming Annual Meetings
Throughout the 2016 proxy season, the Governance Alert will be providing brief write ups of upcoming annual meetings at which proposals filed by CII members will come to votes.
Governance Roundup
News and trends from recently released proxy statements.
SEC Launches Comprehensive Study of S-K Reporting Requirements
The SEC issued a 341-page concept release on April 13 as part of a comprehensive evaluation of the commission’s disclosure requirements in Regulation S-K.
PCAOB Seeks Public Comments on Proposed New Requirements for Lead Auditors
The Public Company Accounting Oversight Board (PCAOB) April 12 released amendments to existing standards to strengthen current requirements and impose a more uniform approach to the lead auditor's supervision of other auditors.
After Epic Lag, Vornado Moves on Majority Votes
Some companies take longer than others to receive the messages that their shareholders are sending. Vornado Realty Trust just announced that it is adopting major governance reforms.
Recent DOJ Move Could Have Implications for Institutional Investors
The Department of Justice’s (DOJ) recent suit against ValueAct Capital may give institutional investors who interact with their portfolio companies pause.
News from CII
Webinar: Understanding the Voting Chain
Teleconference: Long-Termism and Public Policy
Nominations for Chairs/Co-Chairs of Activism and Governance Committees Being Accepted Until April 12
CII’s Accomplishments this Quarter
Spring Meeting
New Policy on Newly Public Companies
New Board Elected
Teleconferences and Webinars
Correspondence
Proxy Season 2016
Proxy Access
Stock Buybacks
Executive Compensation
News from the SEC
Staff Guidance on Proposal Descriptions
Opposition to FASB Plan on Materiality

Clarification of Exclusions Based on Rule 14a-8(i)(10
News from CII
Webinar: Understanding the Voting Chain
Teleconference: Long-Termism and Public Policy
Nominations for Chairs/Co-Chairs of Activism and Governance Committees Being Accepted Until April 12
Recap of CII’s 2016 Spring Meeting
Approximately 450 CII members gathered in Washington, D.C., March 21-23 for the Council’s spring meeting, which featured a dynamic lineup of speakers who discussed topics ranging from private equity to board composition.
News from CII
Members Invited to Share Policy Ideas
Chamber Event Explores Future of Finance
A host of high profile speakers discussed the future of finance at a one-day summit held by the Chamber of Commerce’s Center for Capital Markets Competitiveness in Washington, D.C., March 16.
CII Members Focus on Issues Related to Board Tenure/Refreshment
The approval March 14 by CalPERS’ board to revisions to the pension giant’s Global Governance Principles is indicative of a larger trend by institutional investors.
News from CII
Shipping Address for Member Handouts
Time Running Out to Register for Spring Meeting
Spring Meeting Features Variety of Member-Hosted Events
CII members are encouraged to attend the member-hosted meetings taking place during breaks in the schedule on Monday, March 21, and Tuesday, March 22.
Governance Roundup
Hill Democrats push for board diversity, Amalgamated proposal registers high support, T. Rowe Price announces changes to director voting policy, CalPERS settles major suit against Moody's.
Governance Alert Interview:
The SEC’s Investor Advocate Rick Fleming sat down with Governance Alert Editor Rosemary Lally at the SEC’s headquarters March 8 and discussed his office’s priorities and how CII can help with its mission.
News from CII
n Case You Missed It
Webinar: IPOs - Taking Stock and Looking Ahead
Educational Opportunity at Spring Conference, Master Class: Analyzing Proxy Contests
Registration Open for Spring Conference
VW Governance Structure Draws Scrutiny in Article
A recent article identifies three governance-related factors as key contributors to the oversight failures that led to Volkswagen’s recent emissions regulation evasion scandal: unequal voting rights, government as a major shareholder and Germany’s co-determination model of corporate governance.
Pending IPO Demonstrates Need for CII Statement
Red Rock Resorts, a Las Vegas casino company pursuing an IPO, provides a perfect example of why CII’s Policies Committee and board of directors approved a statement (login required) that calls on young companies with corporate governance structures that insulate management from shareholders to sunset these structures within a limited time period.
State Street Presents Companies with Clear Expectations for Board Leaders
Last week, State Street Global Advisers sent guidelines for effective board leadership to lead directors and chairs at S&P 500 and large European countries.
FYI
SURS Seeks Proxy Adviser
CalPERS Launches Search for New CEO
News from CII
Welcome New Members!
CII Affirms Support for Disclosure of Payments by Dissidents to Nominees

Webinar: IPOs—Taking Stock and Looking Ahead
Educational Opportunity at Spring Conference, Master Class: Analyzing Proxy Contests
Registration Open for Spring Conference
Early Annual Meetings Feature Votes on Notable Governance Proposals
As proxy season 2016 gets set to launch, a few companies with early meeting dates have significant shareholder proposals on their proxy ballots.
News from CII
Welcome New Members!
In Case You Missed It--Teleconference on Volkswagen Fallout: Implications for Investors
Educational Opportunity at Spring Conference, Master Class: Analyzing Proxy Contests
Registration Open for Spring Conference
CalPERS’ Committee Approves Tougher Stance on Board Tenure
CalPERS’ Investment Committee February 16 approved revisions to the pension giant’s Global Governance Principles to require that companies take a comply-or-explain approach to the issue of long-tenured directors.
SEC Staff Bases ‘Substantial Implementation’ of Access Proposals on Ownership Threshold
On February 12, SEC staff drew a line in the sand to indicate when companies may omit shareholders’ proxy access proposals from their proxy statements based on Rule 14a-8(i)(10), which allows exclusion if a proposal already has been substantially implemented by a company.
News from CII
Comment Letter
Webinar
Educational Opportunity at Spring Conference, Master Class: Analyzing Proxy Contests
Registration Open for Spring Conference
Limited Partners’ Association Issues New Fee-Reporting Template
The Institutional Limited Partners Association (ILPA) January 29 released a new fee-reporting template to codify the presentation of fees, expenses and carried interest information by fund managers to limited partners.
CII Members Continue Focus on Executive Compensation in 2016 Proxy Season
A number of CII members plan to focus on reforming executive compensation practices at target companies this proxy season.
Companies Still Adopting and Tweaking Access Bylaws
Proxy access remains in the headlines thanks to companies adopting access bylaws, changing the parameters of the bylaws they already have in place and putting shareholder access proposals up for votes.
FYI
Job Opening
News from CII
Educational Opportunity at Spring Conference, Master Class: Analyzing Proxy Contests
Webinar
Volkswagen Fallout: Implications for Investors
Registration Open for Spring Conference
Speakers Cite Unfinished Business at Event Marking Anniversary of FCIC Report
At a February 3 event commemorating the fifth anniversary of the Financial Crisis Inquiry Commission’s (FCIC) final report, Sen. Elizabeth Warren (D-Mass.) said while the Dodd-Frank Act improved financial regulation by raising big banks’ capital requirements and ensuring orderly liquidation when they fail, the problem of “Too Big to Fail” persists.
Ashford Hospitality Prime Follows Parent Company’s Poor Governance Lead
Ashford Hospitality Prime (AHP), a spinoff of Ashford Hospitality Trust (AHT), is following in its former parent’s footsteps and restricting shareholders’ rights ahead of a showdown with an investor.
Companies Now Turning to Rule 14a-8(i)(10) to Omit Access Proposals
Ever since the SEC issued a staff bulletin that significantly limits when companies can use Rule 14a-8(i)(9) to exclude shareholders’ proxy access proposals from their proxy statements, firms are moving on and trying their luck using Rule 14a-8(i)(10).
CII Proposes Statement on Investor Expectations for Newly Public Companies
Alarmed by the trend of companies going public with corporate governance structures that insulate management from shareholders, CII’s Policies Committee and the board of directors last week approved a statement that calls on young companies with these provisions to sunset them within a limited time period.
FYI
Job Opening
News from CII
Registration Open for Spring Conference
UNITE HERE Questions the Benefits of Buybacks at Lodging REITs
As the debate over corporate stock buybacks continues, UNITE HERE is about to publish a report questioning if lodging REITs’ buybacks have worked for investors.
Not All Mutual Funds Support Proxy Access, Finds Nathan Cummings
A deep division exists in the mutual fund industry’s approach to proxy access, finds a new analysis issued by the Nathan Cummings Foundation.
SEC Investor Advisory Panel Joins CII in Opposing FASB’s Plan on Materiality
The SEC’s Investor Advisory Committee joined CII in strongly opposing plans by the Financial Accounting Standards Board (FASB) to adopt proposals that could significantly reduce valuable information currently available to investors.
FYI
Job Opening
News from CII
In Case You Missed It
Webinar: Delaware Case Law Review

Registration Open for Spring Conference
Early Vote on Access Proposal at Johnson Controls Could be Indicator of Support
In what could be a good gauge for proxy access proposals in 2016, Johnson Controls shareholders will vote January 27 on an access resolution filed by the Amalgamated Bank’s LongView Fund.
Marco Consulting Group Continues to Target Companies with Failed Say on Pay
For the fifth proxy season in a row, the Marco Consulting Group is coordinating an engagement effort focusing on companies where say-on-pay votes failed.
CII Members Focus 2016 Efforts on Curbing Stock Buybacks
Concern over the increasing number of companies repurchasing their shares is leading CII members to file shareholder proposals at, and engage with, companies over stock buybacks.
FYI
News from CII
In Case You Missed It: Teleconference on Activism Committee’s Proxy Season Preview
Webinar: Delaware Case Law Review
Registration Open for Spring Conference
Governance Roundup
Governance Roundup
Proxy Access Remains in the Limelight in 2016
Proxy access once again will take center stage this proxy season, with the New York City Comptroller’s office continuing its initiative on the issue, more CII members submitting access proposals and engaging with companies on the topic and ISS taking a tougher stance on management access proposals.
FYI
Job Opening
News from CII
Staff News
Registration for 2016 Spring Meeting

Comment Opportunity
Upcoming Events
Nominations for 2016 Board Advisory Councils
CII’s Accomplishments this Quarter
2015 Spring Meeting, Welcome New Members, Two New Publications, Teleconferences and Webinars, Correspondence and Testimony
Proxy Access Votes and Adoptions Both on the Rise
The number of proxy access proposals receiving majority support and the tally of companies adopting access provisions both continued to climb during this quarter.
News from the Department of Labor
On October 22, Secretary of Labor Tom Perez issued a new Department of Labor interpretive bulletin that rescinds a 2008 DOL bulletin and is likely to result in greater interest among pension funds in environmental, social and governance (ESG) investments.
News from the SEC
Clarification on Rule 14a(i)(9)
NYSE Rule on Shareholder Approval of Related Party Stock Sales
Unbundling Votes on Governance Practices from Deals
News from CII
In Case You Missed It: Teleconference: Understanding Appraisal Rights
Teleconference: CII Activism Committee’s Proxy Season Preview
Nominations for 2016 Board Advisory Councils
PCAOB Passes Rules Requiring More Disclosure about Auditors
The Public Company Accounting Oversight Board adopted final rules December 15 requiring audit firms to disclose on a new PCAOB Form AP (for audit participants),  the name of the engagement partner;  names, locations, and extent of other accounting firms that took part in the audit, if their work constituted 5 percent or more of the total audit hours; and the number and total amount of participation of all other accounting firms that took part in the audit whose individual participation was less than 5 percent of the engagement's total hours.
CalPERS’ Subcommittee OKs Policy Change on Long-Serving Directors
CalPERS’ Global Governance Policy Ad Hoc Subcommittee December 16 approved revisions to the pension giant’s Global Governance Principles to require that companies take a comply-or-explain approach on the issue of long-tenured directors.
FYI
Job Opening at New York State Common Fund
News from CII
Teleconference: Understanding Appraisal Rights
Teleconference: CII Activism Committee’s Proxy Season Preview
Nominations for 2016 Board Advisory Councils
Report Analyzes Chamber’s Efforts to Roll Back Financial Regulatory Reforms
A new report by Public Citizen’s U.S. Chamber Watch, “Undermining Dodd-Frank,” provides an overview of the U.S. Chamber of Commerce’s efforts to roll back reforms initiated after the 2008 economic collapse.
PCAOB Set to Vote on Audit Partner Disclosure Rules
The Public Company Accounting Oversight Board (PCAOB) is scheduled to vote on final rules next week that would require accounting firms to name the lead engagement partners who work on audits.
FEC Chair Urges Corporate Disclosure of Political Activities
Public companies involved in political spending should conduct oversight “at the very highest levels” and disclose details of political activities, advised Federal Election Commission Chair Ann Ravel on December 4.
Two New CII Publications Examine Investor-Company Engagement
The Council of Institutional Investors (CII) released December 9 two publications highlighting the most effective ways to conduct and disclose investor-company engagement.
News from CII
Welcome New Members
Teleconference: Understanding Appraisal Rights
Teleconference: CII Activism Committee's Proxy Season Preview
In Case You Missed It
Litigation over Treasury Securities Expands
Litigation involving price manipulations of U.S. Treasury securities and related derivative financial products is continuing to spread nationwide, reports Michael Stocker, an attorney with Labaton Sucharow.
CII Asks Oracle How It Will Respond to Majority Vote on Access
CII sent a letter December 1 to Oracle Chair Lawrence Ellison asking how the company’s board plans to respond to a proxy access proposal that won majority support at the company’s November 18 annual meeting.
Council Opposes Proposed Sea Change in Financial Reporting
In a December 3 letter, CII voiced its strong objection to two Financial Accounting Standards Board (FASB) proposals that could significantly reduce valuable information currently available to investors.
FYI
Two Positions Available at Pension Funds
News from CII
Teleconference: Rethinking Minority Shareholder Rights in an Age of Growing Dual-Class Companies
Panelists at Chamber Event Discuss Low-Cost Activism
At a November 18 Chamber of Commerce event, attendees heard perspectives on so-called “low-cost activism” conducted by public and union pension funds through shareholder proposals, vote-no campaigns, exempt solicitations and private communications among shareholders.
We Give Thanks
CII’s Thanksgiving edition of the Governance Alert features the many practices and practitioners for which the Council is grateful this year.
News from CII
Teleconference: Rethinking Minority Shareholder Rights in an Age of Growing Dual-Class Companies
A Note of Thanks!
Share Your Proxy Season Plans with Fellow CII Members!
Directors Back Mandatory Political Contribution Disclosure, Finds Survey
A September 2015 survey of 150 directors at public companies found that more than half believe the SEC should develop mandatory disclosure rules for corporate political contributions.
SEC Advises Those Considering Using Proxy Access
The SEC wants to remind anyone who intends to use proxy access to nominate directors that they must file a Schedule 14N to provide notice of their nomination.
News from CII
In Case You Missed It, Teleconference
Letter of Thanks to the SEC
Upcoming Events
CII Members’ Proposals Up for Votes at Oracle’s November 18 Meeting
Oracle shareholders will vote on three proposals submitted by CII members at the company’s November 18 annual meeting.
Proxy Access Votes and Adoptions Both on the Rise
The number of proxy access proposals receiving majority support and the tally of companies adopting access provisions both continue to climb.
SEC Clarifies Companies Need to Unbundle Votes on Governance Practices from Deals
The SEC will now require companies that are being acquired or are acquiring other companies to hold separate shareholder votes on each corporate governance change put in place as part of their deals.
FYI
FSBA Invites CII Members to Help Work on Tax Reform in India
News from CII
New Teleconference: Proposed Changes Impacting Financial Reporting: What Investors Need to Know
In Case You Missed it!
Teleconference: Divestment Drives
Institutional Investors Back Pilot Program to End Controversial Rebate Model
Representatives from Vanguard and Capital Group called for a pilot program to explore phasing out, or reducing, rebates paid to market makers via the “maker-taker” model at the October 27 meeting of the SEC’s Equity Market Structure Advisory Committee.
New DOL Bulletin Opens Gates for More Investments in ESG Funds
An October 22 announcement from Secretary of Labor Tom Perez issuing a new Department of Labor interpretive bulletin that rescinds a 2008 DOL bulletin is likely to result in greater interest among pension funds in environmental, social and governance (ESG) investments.
SEC’s Investor Advocate Pledges to Scrutinize NYSE Proposed Rules
In a move that seems to signal a much more aggressive approach, the SEC’s Investor Advocate Rick Fleming forcefully recommended that the commission nix a NYSE proposed rulemaking dealing with sales of additional shares to insiders and related parties.
Zombie Directors Still Haunt Boardrooms Despite New Era of Engagement
The undead still roam boardrooms despite a dramatic uptick in shareholder-company communication.

New SEC Staff Bulletin Draws Line on When Proposals Conflict
An October 22 Staff Legal Bulletin released by the SEC’s Division of Corporation Finance says shareholder proposals on company’s proxy ballots that are similar to management proposals on the same ballots can be omitted only if “a reasonable shareholder could not logically vote in favor of both proposals.”
News from CII
Teleconference: Divestment Drives
Proposal to Nix Dual-Class Stock at News Corp Attracts Strong Backing Again
For the second year in a row, a proposal asking News Corp to eliminate its dual-class board structure came within a tiny margin of receiving majority support.
CCGG Endorses Universal Proxy
The Canadian Coalition for Good Governance (CCGG) endorsed a universal proxy concept and called for amendments to existing proxy rules to facilitate its implementation.
Upcoming Oracle Annual Meeting Features Three Proposals from CII Members
Oracle’s November 5 annual meeting promises to be a lively one with three governance proposals submitted by CII members slated to come to votes.
News from CII
In Case You Missed It: Webinar on Proposed revisions to the IFRS Framework for Financial Reporting - Key Implications for Investors
Hertz Shareholders Vote on IBEW Proposal to Curb Vesting of Equity Awards
Hertz Global Holdings’ shareholders are voting today on a shareholder proposal asking the company to restrict the vesting of equity awards in change-of-control situations.
Staples Implements Changes Recommended in Winning Proposal
After a shareholder proposal on the issue received strong support this past proxy season, Staples’ board just announced that it adopted a policy limiting severance benefits for executives.
Carpenters Suggest Zombie Director Trigger for Using Proxy Access
Just when you thought you had seen every twist on proxy access possible, a new one emerges in time for the 2016 proxy season.
News from CII
Webinar: Proposed Revisions to the IFRS Framework for Financial Reporting—Implications for Investors
Recap of Council’s 2015 Fall Meeting
Approximately 450 CII members gathered in Boston, September 30 to October 2 for the Council’s fall meeting, which featured a dynamic lineup of speakers who discussed topics ranging from investing for the long term to what boards need to know about cybersecurity risks.
News from CII
CII’s Accomplishments this Quarter
New Members
Publications
Correspondence
Teleconferences and Webinars
News from the SEC
Proposed Clawback Rules
Final Rules on Pay Ratio Disclosure
FYI
Job Openings at Two Public Pension Funds
News from CII
Letter on Increase to SEC Funding
Letter on PCAOB Concept Release
Upcoming Events
Coalition Presses for Legislation to Prevent Investment of State Funds in Iran
A coalition of Republican officials in five states last week launched Defund Iran.
Canadian Coalition Advances Unique Approach to Proxy Access
As U.S. boards consider adopting proxy access, some firms may be looking to the north for guidance on how to design their access mechanisms.
FYI
Connecticut State Treasurer and University of Connecticut Host Forum on Women on Boards
News from CII
Welcome New Members!
Upcoming Events
Five Things You Need to Know about the 2015 Fall CII Meeting
Five Things You Need to Know about the 2015 Fall CII Meeting
FYI
ISS Annual Policy Survey
News from CII
Welcome New Members!
Upcoming Events
Study by SEC Staffers Finds Private Ordering of Proxy Access Effective But Flawed
Private ordering is becoming an effective way of implementing proxy access at companies, but too often access is not adopted at the firms that will benefit from it the most, finds a new study.
Bank of America Shareholders Oppose Management Proposal on Board Leadership
Bank of America shareholders are gearing up for a September 22 vote on a management proposal to allow the board to decide whether to separate the roles of chair and CEO.
Cadre of Recidivist Firms Continues to Ignore Shareholder Votes
As shareholders begin to gear up for the 2016 proxy season, they might want to take stock of the Russell 3000 companies in the following table.
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Colorado PERA Seeks Accounting Reporting Manager
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Toshiba Overhauls Board Following Accounting Irregularities
In the wake of a $1.2 billion accounting scandal, Toshiba just announced that it is revamping its board to include a majority of outside directors.
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Teamsters’ Vote-No Campaign Results in Low Support for Airgas Directors
A vote-no campaign launched by the International Brotherhood of Teamsters at Airgas prompted a large percentage of the company’s shareholders to withhold their support for three directors up for re-election.
UNITE HERE Campaign Prompts REITs to Adopt Governance Reforms
UNITE HERE’s three-year effort to improve the governance practices at lodging REITs is producing impressive results.
Shareholders Scrutinize Microsoft’s New Access Bylaw
While most shareholders were pleased with the news that Microsoft’s board chose to adopt a proxy access bylaw, some are wary of certain provisions in the access mechanism that the tech giant put in place.
Departing SEC Commissioner Gallagher Blasts Corp Fin, Dodd-Frank Act
In his last formal speech as an SEC commissioner, Daniel Gallagher lambasted the SEC’s Division of Corporation Finance for becoming “a tool for advancing a radical shareholder rights agenda.”
SEC Final Rules on Pay Ratio Disclosure Differ from those Originally Proposed
The SEC adopted final rules on August 5 that require public companies to disclose the ratio of the compensation of their CEO to the median compensation of their employees.
New CII Publication Offers Guidance on Making Proxy Access Functional
CII just published a guide for companies grappling with how to respond to proxy access shareholder proposals that received majority support during the 2015 proxy season.
Meeting Follow Up
At ITT Educational Service’s July 27 annual meeting, 23 percent of the votes cast opposed the re-election of director Joanna Lau and 21 percent opposed the re-election of director Samuel Odle.
Zillow’s Recent Move Reignites Debate over Dual-Class Stock
Zillow announced earlier this week that instead of giving its Class A and Class B shareholders cash dividends, it is granting them shares of a newly created non-voting Class C stock.
Companies Put Their Own Spins on Proxy Access, Research Reveals
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El Paso Fund Seeks Executive Director
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Airgas Classified Board Prompts Teamsters to Launch Vote-No Campaign
At Airgas’s past three annual meetings, shareholder proposals calling for the declassification of the board received support from a majority of shares outstanding.
Marco Consulting Group Targets Companies with Failed Say on Pay
For the fourth proxy season in a row, the Marco Consulting Group coordinated an engagement effort focusing on companies where say-on-pay votes failed.
Shareholders Zero in On Corporate Political Lobbying in 2015
Once again in 2015, the most frequently filed shareholder proposals were those addressing corporate political activity, reports Heidi Welsh, founding executive director of the Sustainable Investments Institute (Si2).
Oregon Treasurer Seeks Candidates to Fill Two Positions
Oregon Treasurer Seeks Candidates to Fill Two Positions
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Meetings to Watch
Shareholder proposals filed by CII members will be considered at the following annual meetings.