February 20, 2014

Shareholder Proposals: Chevedden Loses Missouri “False & Misleading” Case

Hat tip to Bryan Cave’s Randy Wang & Jake Bielema – who represented the plaintiff Express Scripts – for alerting me to this summary judgment order by a federal court judge in Missouri against John Chevedden for including false & misleading statements in his proposal. As I blogged last month, this case was one of a few filed earlier this year against John – and the first time a judge has ruled against John outside of Texas.

Obviously, my prediction that John would win this case was dead wrong (my theory was the Corp Fin staff normally allows proponents to correct false & misleading statements before granting an exclusion request). In this case, the judge ruled that four statements were demonstrably false based on the company’s public filings and didn’t give an opportunity to cure.

Meanwhile, a new lawsuit was filed by EMC recently against Chevedden on ‘proposal by proxy’ grounds in a federal court in Massachusetts. Here is the complaint, posted in our “Shareholder Proposals” Practice Area

Off & Running: 1st Say-on-Pay Failure of the Year

As noted in its Form 8-K, a nano-cap company, CSP is the first company holding its annual meeting in 2014 to fail to gain majority support for its say-on-pay with only 42% voting in favor. Hat tip to Karla Bos for pointing this out!

I posted this 50-second video entitled ‘Shareholder Activism: Is Herbalife the “New Normal”?’ on the Blog this morning…

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for 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:

– Majority Support Prompts Verizon Bylaw on Proxy Access
– How to Update D&O Questionnaires for “Bad Actors”
– New Defensive Tactic Leads to Negative Recommendations for Director Elections
– 2014 Proxy Season Checklists
– Group of 70 Investors Pressure Companies to Assess Climate Change
– Survey: Directors Split on Governance Engagement

– Broc Romanek