February 23, 2018

Proxy Access: Mother Theresa Placed on a Ballot?!?

Well, not quite. But we’re going to the “Wayback Machine” to remember this shareholder proposal from 1990 submitted by John Jennings “JJ” Crapo to the Bank of Boston. Corp Fin allowed the proposal to be excluded. And it was a humdinger. The proposal asked the company to allow any shareholder – who met the Rule 14a-8 ownership threshold – to place one or more director nominees on the ballot. So it was ahead of its time on the topic of proxy access. Albeit with a lower ownership threshold than anyone could imagine.

But the real joy with this thing is found in the “Supporting Statement.” It rambles quite a bit, with a little bit of everything in there for everyone. Annual medical and “emotional” fitness evaluations for each director. A question whether the board’s priest provides it with chaplaincy services. A push to have Desmond Tutu, Mother Theresa and Lech Walesa sit on boards.

Given the pervasiveness of mindfulness these days – for which I am a big proponent – my favorite is this excerpt from the “Supporting Statement”:

I do think of my relations, Godparents, former teachers, pastors, and friends and neighbors usually daily three to four hours. Friends, neighbors, and co-workers are more important than Family.

Thanks to Intelligize for making it easy to find this gem – and for their permission to post the no-action letter!

10-K Summaries: Not All the Rage

Tina Bacce & her colleagues at Troutman Sanders recently reviewed how many companies have taken advantage of Item 16 to the Form 10-K – the new item that “permits” inclusion of a summary in a Form 10-K. They looked at the Form 10-Ks containing Item 16 filed to date – all for Fortune 500 companies – and only two included a summary:

Pfizer’s summary – it really is “Pfizer at a Glance” and consisted of a table of data that you might see in an annual report.
3M’s summary – appears to just call the hyperlinked table of contents a “summary.”

Don’t expect this “trend” to accelerate…

Was This “Interim Final” Rule More Final Than Interim?

Speaking of Item 16 of Form 10-K, Keith Bishop covers an interesting topic in this blog – did the SEC go to “final” for it’s Item 16 rulemaking already…

Broc Romanek