Boards & Shareholders

A controversial withhold vote campaign at CVS Caremark’s recent annual meeting has resulted in charges of ballot stuffing and renewed calls for the Securities and Exchange Commission to approve a New York Stock Exchange proposal to revamp its rule for when brokers vote for directors on behalf of certain shareholders. The incident occurred just as […]

The Securities and Exchange Commission has begun a full-scale review of the proxy voting process and intends to issue a proposal allowing some sort of shareholder access to the proxy statement by this summer, according to SEC Chairman Christopher Cox. Speaking last week at the first of three roundtable discussions the SEC is holding this […]

The practice of so-called “empty voting” has joined the growing list of shareholder rights issues roiling Corporate America. Like the other issues intertwined with the thorny concept of shareholder democracy, it promises to be no less complicated to unravel. In its simplest terms, empty voting refers to the decoupling of economic interest and voting rights—say, […]

Six months after the New York Stock Exchange submitted a controversial proposal to end brokers’ voting at annual shareholder meetings, the Securities and Exchange Commission still has yet to take action on the issue—fueling speculation that the SEC is content to let the reform languish on bureaucratic back burners. As Compliance Week has previously reported, […]

Public companies are increasingly turning to an “Investor Day” as a way to tell a broad audience of analysts and investors what the company is doing and where senior management sees it going. The concept of bringing the investment community to the company isn’t new, but it took on a revised form with the passage […]

It isn’t surprising that dissident shareholders of Take Two Interactive Software seized control of the videogame maker’s board recently. When a company restates its financial results four times in five years and its former CEO pleads guilty to fraud, that sort of thing happens. What is surprising is how the investor group, led by a […]

The Securities and Exchange Commission’s idea to mandate publication of proxy statements on the Internet starting next year is generating considerable unease in the filing community, with critics fearing that the SEC isn’t allowing enough time to let a voluntary e-proxy program demonstrate what problems might arise. The SEC’s proposal, Universal Internet Availability of Proxy […]

Corporate boards fretting over how to improve their corporate governance ratings may not need to fret so much. Most research analysts don’t really care about them. That’s according to a white paper by law firm Foley & Lardner, which concluded that, generally, corporate governance ratings and scores are “a non-factor” in the minds of a […]

When Research in Motion disclosed that an internal review found a number of irregularities stemming from its stock option granting practices, the company best known for the Blackberry wireless devices announced a series of governance changes. Among them: the establishment of a new “oversight committee of the board.” The committee will be comprised exclusively of […]

An increasing number of companies will experience investors knocking on the board’s door asking to meet with the entire board or independent directors to take up their issues. Board members will want to know and consider: Who are these investors, and what’s their agenda? Should the board meet with them? and Do investors have a […]