TheCorporateCounsel.net

The big news from Wells Fargo a few days ago was that the company’s board exercised its discretion to clawback $75 million from its former CEO and former head of community banking. Here’s the 113-page Wells Fargo board report – and here’s the news:

– NY Times “Wells Fargo to Claw Back $75 Million From 2 Former Executives”
– USA Today’s “Wells Fargo clawing back $75.3 million more from former execs in fake accounts scandal”
– WSJ’s “Wells Fargo Claws Back Millions From CEO After Scandal”
– Fortune’s “How Wells Fargo’s Carrie Tolstedt Went from Fortune Most Powerful Woman to Villain”

Here’s analysis about this situation from Kevin LaCroix…

Shareholder Proposals: Can’t Exclude Confidential Pay Vote Tallies

Recently, Corp Fin denied a no-action request from Celgene to exclude a shareholder proposal submitted by John Chevedden. The proposal sought a bylaw that would prevent the board from seeing a running vote tally when say-on-pay or shareholder approval of plans were on the ballot. The company made unsuccessful arguments under Rule 14a-8(i)(2) (arguing it was a state law matter) – and (i)(7) ordinary business. Over the years, Corp Fin has allowed exclusion of shareholder proposals that sought confidentiality for preliminary vote tallies for uncontested matters under (i)(7) – a broader plate of topics than the narrower “pay topics only” proposal at issue in this case.

Conflict Minerals: NGOs Say “Ignore Corp Fin Guidance”

As noted in this Cooley blog, a number of non-governmental organizations have issued statements emphatically rejecting Corp Fin’s recently updated statement about the effect of the Court of Appeals Decision on the conflict minerals rule – and they’re asking companies to disregard the Corp Fin guidance…

– Broc Romanek