VEA Vice Chair Nell Minow on CEO Pay Cuts: CNN

Apple, for example, said it is cutting the target pay package of Cook by 40%. But that still leaves him with a massive $49 million in total compensation.  “They are still overpaid. Let me be super clear about that,” said Minow. CEO pay cuts could be just the start

DOL/EBSA ESG Rules Challenged in Court

The new DOL/EBSA rules allowing ESG investments and reiterating the fiduciary obligation of exercising share ownership rights, including proxy voting, is being challenged in court by 25 Republican Attorneys General and fossil fuel companies. The rule was set to take effect January 30, 2023. The lawsuit, filed in the U.S. District Court for the Northern District of…

Shareholder Commons on Proxy Season 2023: Teeing Up Guardrails

Shareholder Commons on what they are working on for this year’s proxy season? See below (emphasis added). We’ve filed shareholder proposals at Hormel Foods (annual meeting date January 31), Tyson Foods (February 9), and McDonald’s (TBD) asking those companies to comply with World Health Organization (“WHO”) Guidelines on Use of Medically Important Antimicrobials in Food-Producing…

SEC Adopts Final Rule 10D-1 Regarding Clawbacks Of Executive Compensation

On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted Rule 10D-1 entitled “Listing Standards for Recovery of Erroneously Awarded Compensation.” The rule has two main requirements. First, it directs national securities exchanges to require listed issuers to develop and implement written policies to claw back incentive-based executive compensation if the issuer is later…

Global Investor Survey 2022 | ESG Execution Gap | PwC

Unsurprisingly, we found that investors want companies to keep a sharp focus on innovation and financial performance. They ranked those as their two highest priorities for business, with reduction in greenhouse gas emissions coming lower. Over the next five years, however, investors expect the threats stemming from climate change and cyber (including hacking and disinformation)…

Activision Blizzard Beats Shareholder Lawsuit – The Hollywood Reporter

This distinction is, we suspect, an unthreadable needle. Activision Blizzard will not have to face a lawsuit from investors claiming the company lied to them by minimizing the impact of allegedly widespread sexual harassment and discrimination against female employees, a federal judge has ruled. U.S. District Judge Percy Anderson on Monday concluded that Activision Blizzard…

Alan Murray on Davos: CEOs Make Climate a Priority

Alan Murray writes in Fortune (emphasis added): Davos also forces CEOs to step back and take a broader view of their place in society. That was evident in a dinner Fortune hosted last night, where 60 global CEOs spent two hours sharing thoughts on the top risks and opportunities facing business in the decade ahead.  The…

As Markets Fall, Governance Rises in Importance | Morningstar

“Only when the tide goes out do you discover who’s been swimming naked.” Warren Buffett’s famous analogy highlights how a downturn in the strength of the markets or the economy, reveals previously-hidden risks and weaknesses for companies and investors. Although many investors have recently given most of their attention to the “E” and “S” parts…

Larry Fink says ESG narrative has become ugly, personal | Pensions & Investments

BlackRock CEO Larry Fink said the narrative around ESG investing has become ugly and is creating “huge polarization.” “I’m taking this very seriously,” Mr. Fink said in an interview with Bloomberg TV at the World Economic Forum in Davos. “We are trying to address the misconceptions. It’s hard because it’s not business any more, they’re…

GOP AGs Write to ISS and Glass Lewis

Here they go again. The GOP AGs have sent another tut-tut letter, this time to the two biggest proxy advisory firms, ISS and Glass-Lewis, again apparently drafted by corporations behind the Republican Attorneys General Association. It has a lot of footnotes and legal language and reminds them that they have to comply with various laws…