February 27, 2015

Proxy Access: Citigroup Joins GE & Others (Sorta Kinda)

A few weeks ago, I blogged that General Electric and two other companies had adopted proxy access bylaws in the face of shareholder proposals seeking access. Now comes the news from this WSJ article (& this Reuters piece) – in this case, Citi will support the adoption of the 3%/3-year formula sought by the shareholder proponent, Jim McRitchie, after he changed his formula as noted in this blog. Here’s the draft support language for Citi’s proxy statement. So the Citi situation isn’t quite like the other companies because the company hasn’t adopted proxy access – rather, it has just agreed to support an amended non-binding shareholder proposal…

Meanwhile, a coalition of 17 groups sent this letter to the SEC on Wednesday expressing concern about the SEC’s decision to review its (i)(9) views in the midst of the proxy season…

SEC Probing How Companies Treat Whistleblowers

Here’s an excerpt from this Reuters article:

The U.S. Securities and Exchange Commission has sent letters to several companies asking for years of nondisclosure agreements, employment contracts and other documents to investigate whether companies are muzzling corporate whistleblowers, the Wall Street Journal reported. The inquiries come as SEC officials have expressed concern about a possible corporate backlash against whistleblowers, the newspaper said. It couldn’t be determined how many or which companies were sent the letters or what penalties the SEC could potentially levy in the probe, the Journal said.

Transcript: “Proxy Solicitation Tactics in M&A”

We have posted the transcript for the recent webcast: “Proxy Solicitation Tactics in M&A.”

I just love how Kevin LaCroix details his trips in his blog – the latest is about Australia! And coming this weekend, the first site redesign for in over 12 years! Email me if you want a preview…

– Broc Romanek