Ben Maiden and Ben Ashwell
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Support for non-interference proposal at Delta dips but remains significant
Resolution among a number to support freedom of association at US companies With the2024 shareholder meeting seasonin the books, companies across the US already need to be conscious about what comes next: shareholder engagement season. There are plenty of tactics here, and expertly executing shareholder engagement requires the assistance of an adviser with deep knowledge of the shareholder meeting and institutional investor landscape. Mandated by the SEC, for instance, N-PX filings detail the proxy voting records of registered funds, giving issuers insight into how investors voted at their shareholder meeting. But to truly understand investors’ motivations, companies should directly engage…
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Paychex hires former senior AIG counsel as legal chief
Prabha Sipi Bhandari has also worked in-house at Deutsche Bank Prabha Sipi Bhandari has joined Paychex as the company’s chief legal officer, chief ethics officer and secretary. Bhandari most recently was senior vice president, deputy general counsel and corporate secretary at American International Group (AIG). In that role, she oversaw the company’s NYSE and SEC compliance and legal support of capital markets, M&A, cyber-security, privacy, innovation, intellectual property, information technology, procurement and real estate matters. Before joining AIG, Bhandari was senior vice president and principal deputy general counsel at Freddie Mac. Before that, she spent more than a decade at…
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The week in GRC: Apple may face EU digital competition fine and Tesla seeks reversal of Musk pay package decision
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that the EU has accused Apple of failing to comply with a new digital-competition law, alleging that the company’s App Store isn’t allowing developers to freely direct customers to alternative ways to make purchases. The charges are the first to be issued under the EU’s Digital Markets Act, which took effect earlier this year and includes rules intended to boost competition in digital advertising, online search and app ecosystems. The EU refers to the charges as preliminary findings. Apple could be fined…
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GM hires former Activision Blizzard legal chief
Grant Dixton is also a former Boeing general counsel General Motors (GM) has hired Grant Dixton as executive vice president and chief legal and public policy officer, effective July 15. Dixton most recently was chief legal officer of Activision Blizzard, a role he took on in 2021. Before that he spent 15 years at Boeing, during which time he held several executive-level positions, including most recently general counsel and corporate secretary. Earlier in his career, Dixton was associate counsel to former president George W Bush from 2003 to 2006, a role in which he provided legal advice on domestic policy…
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AI ethics proposal attracts support among Netflix shareholders
Resolution seeks information about board oversight More than four in 10 votes at Netflix’s AGM backed a shareholder proposal seeking information about the company’s use of AI. Multiple companies have faced investor interest in the technology this proxy season. The proposal, filed by AFL-CIO Equity Index Funds via Segal Marco Advisors, garnered 43.3 percent of votes cast, according to an SEC filing. Although not a majority such a level of support is widely seen as significant by governance experts. Segal Marco Advisors filed similar proposals at Apple and The Walt Disney company this year. The resolution at Apple was backed…
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Lobbying proposal at Caterpillar follows pattern of attracting support
Resolution is latest to gain significant backing at AGMs this election year Securing retail shareholder approval during corporate transactions can be a tricky task for companies, especially those with a large base of mom-and-pop investors. Retail shareholders are typically indifferent to voting and making them interested is one of the hurdles. Compounding that is often a lack of financial literacy and different regulatory constraints, which make it harder for companies to find out who their retail investors are. In this article, we look at how to effectively secure retail investor votes during mergers, acquisitions or other corporate transactions, drawing insights…
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The week in GRC: Judge dismisses ExxonMobil lawsuit against shareholder activist
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that Adidas said it is investigating potential compliance violations in China after receiving a letter alleging senior executives in the country received millions of dollars in kickbacks from service providers. Adidas said it is now investigating the matter with external legal counsel. ‘Adidas takes allegations of possible compliance violations very seriously and is clearly committed to complying with legal and internal regulations and ethical standards in all markets where we operate,’ a spokesperson said. – Reuters (paywall) reported that US District Court…
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Seagate Technology appoints legal chief
Jim Lee was previously general counsel and corporate secretary at Maxar Technologies Mass-capacity data storage company Seagate Technology Holdings has appointed Jim Lee as senior vice president, chief legal officer and corporate secretary. Lee previously spent five years as senior vice president, general counsel and corporate secretary at space technology company Maxar Technologies. According to an announcement from Seagate, during his tenure with Maxar Lee had a successful litigation track record and played a key role in multiple transactions. Before Maxar, Lee spent almost 15 years at Aramark Corporation where he held leadership roles of increasing responsibility. According to his…
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Anti-harassment report proposal attracts support among Tesla shareholders
State of New York Comptroller requested information on company’s efforts Almost a third of votes cast at Tesla’s AGM last week backed a shareholder proposal seeking information on the electric vehicle company’s work against harassment and discrimination. The resolution was filed by Thomas DiNapoli, comptroller of the State of New York and trustee of the New York State Common Retirement Fund. It asks that Tesla’s board oversee the preparation of an annual public report ‘describing and quantifying the effectiveness and outcomes of [the company’s] efforts to prevent harassment and discrimination against its protected classes of employees.’ The proposal suggests the…
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Judges announced for Corporate Governance Awards, with submissions due July 26
Distinguished panel will review outstanding work by governance professionals Governance Intelligence has announced the panel of judges who will preside over the 17th Corporate Governance Awards, for which submissions are due by July 26. The distinguished industry experts who will decide the winners of this years’ honors are: Emma Butler, manager for investment stewardship at Dimensional Fund Advisors Jacqueline Condron, senior vice president for proxy voting & governance at Mellon, a division of Mellon Investments Corporation Joan Conley, board member at EJF Acquisition Corp and Tigo Energy Matthew Geekie, senior vice president, secretary and general counsel at Graybar Eileen Kamerick,…