TheCorporateCounsel.net

There have been more failures during the past weeks, including:

– McKesson – Form 8-K (22%)
– Freeport-McMoRan – Form 8-K (29%)(failed in ’11 – passed in ’12 – failed in ’13)
– Spectrum Pharmaceuticals – Form 8-K (31%)
– The Active Network – Form 8-K (49%)
– VeriFone Systems – Form 8-K (21%)
– Jos. A. Bank Clothiers – Form 8-K (48%)
– Wave Systems – Form 8-K (44%)

Last week, McKesson saw fireworks with a pretty low vote on its say-on-pay (22%), along with its comp committee also receiving significant opposition (support of 60-71%), and a shareholder proposal seeking stronger clawback policies passed (53%) – for only the 4th time since 2006.

Freeport-McMoRan also had fireworks as two of the four shareholder proposals on its ballot also received majority support – independent chair (56%) and “call special meeting at 15% threshold” (70%). I believe Freeport-McMoRan is only the second company, after Cogent Communications, to fail in 2011, pass in 2012, only to fail again this year.

Thanks to Karla Bos of ING for the heads up on these!

Senate Confirms SEC Commissioner Nominations; Extends Chair’s Term

Last Thursday, the Senate confirmed the nominations of Kara Stein and Michael Piwowar to the Commission by unanimous consent, rather than a roll-call vote. The swearing in ceremony should come soon. The Senate also extended Mary Jo White’s term as Chair so that it expires on June 5, 2019.

Given that Michael Piwowar has an economist backgroup – and is from the GOP – it is not surprising that this article predicts he will have a strong “cost-benefit” view on regulations…

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Nabors Vote Reporting Prompts Questions
– Novel Clawback Proposal to Watch
– Litigation Over “Unbundling” Spills Over into the Employee Plan Context
– Why the Shareholder Rescue Never Comes
– Three Social Proposals Win Majority Support at One Company

– Broc Romanek