Boards & Shareholders

Heinz’ tomato ketchup served as Hollywood’s prop of choice for years; early movie directors reached for the company’s distinctive bottles whenever they needed gore authentic enough to make an audience’s skin crawl. Now, thanks to a nasty shareowner insurgency mounted last month by Nelson Peltz, managing partner of the Trian Group, Heinz is sending goose […]

Ketchup can often be a messy business. This month’s clash for control of Heinz Co. was no different. All summer long, corporate governance activists have watched the $8.6 billion food giant wage a vicious proxy fight against the Trian Group, a hedge fund headed up by financiers Nelson Peltz and Peter May. The battle reached […]

Shareholders and companies are on pace for a bloody, record-setting year of proxy fights in 2006. Through the first half of 2006, Corporate America saw at least 80 proxy fights—already surpassing the previous record of 74 fights seen in all of 2003, and well above the 54 fights in 2005 and the 40 in 2004. […]

TO: Bob Nardelli, chief executive officer of Home Depot FROM: Stephen Davis and Jon Lukomnik, those corporate governance guys at Compliance Week RE: Communication Thank you very much for admitting to a mistake in holding an annual general meeting where you asked board members to be absent, and refused to answer questions about Home Depot’s […]

Katsumi Shimizu has been somewhat sleep-deprived in the last few months—because of Japan’s annual shareholder meetings. He is on a mission to make them actually count for something. Shimizu Shimizu is chief of corporate governance operations at Japan’s Pension Fund Association, which manages 11 trillion yen ($95.5 billion) and represents Japan’s corporate pension funds. This […]

To paraphrase Winston Churchill, never in the course of U.S. corporate governance have so many board elections depended on the votes of so few. Which few? Not shareowners, but brokers. For decades they have virtually guaranteed that directors received pumped up, Soviet-style vote totals when running for election. But all that is about to come […]

Shareholders and board directors at Hilton Hotels are sparring over an age-old question these days: Who’s the boss? At issue are two corporate governance resolutions filed by shareholders in the last three years—an advisory resolution in 2004 calling for more independence on the board of directors, and a binding one from this past April requiring […]

When Sun Microsystems recently said it would eliminate its poison pill and amend its bylaws to allow majority voting in director elections, Sun acknowledged its decision to scrap the pill “is responsive to the expressions of Sun’s stockholders” at its 2005 annual meeting—where 84 percent of voting shareholders approved a non-binding resolution to eliminate the […]

A recent call to end the practice of broker-dealers voting in director elections promises to rekindle a long-running debate about the mechanics of proxy voting and shareholder communications practices. As Compliance Week reported last week, a special committee impaneled by the New York Stock Exchange to examine proxy voting issues has published six recommendations, including […]