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☆ Goldman shareholder criticizes CEO Solomon's leadership at annual meeting
▼ + stars: | 2023-04-26 | by ( Tatiana Bautzer | ) www.reuters.com time to read: +1 min

DALLAS, April 26 (Reuters) - A Goldman Sachs Group Inc (GS.N) shareholder criticized its Chairman and CEO David Solomon on Wednesday at the bank's annual meeting and proposed its board appoint an independent chairman. The proposal, along with eight others put forward by shareholders, failed after receiving the support of 16% of stock holders who voted. All of Goldman's management proposals, including the appointment of its directors and executive compensation, were approved at its annual shareholder meeting, which was held in person in Dallas. "The Goldman Sachs processes look anything but robust -- to many of us outside observers and shareholders, they look pretty weak," Paul Chesser, a director at the National Legal and Policy Center, said at the bank's annual meeting. Shareholder calls for reports on lobbying, climate transition and pay equity got the support of 30% or more voters, according to preliminary tallies.

☆ First Republic Bank exploring up to $100 bln in asset sales - Bloomberg News
▼ + stars: | 2023-04-25 | by ( ) www.reuters.com time to read: 1 min

April 25 (Reuters) - Troubled lender First Republic Bank (FRC.N) is exploring an asset sale of up to $100 billion, Bloomberg News reported on Tuesday, citing people familiar with the matter. A sales would help reduce the bank's asset-liability mismatch, the report said. FRC did not immediately respond to Reuters request for comment. It also aims to slash expenses by cutting executive compensation, paring back office space and cutting nearly 20% to 25% of employees in the second quarter, the lender had said on Monday. Reporting by Mehnaz Yasmin in BengaluruOur Standards: The Thomson Reuters Trust Principles.

First Republic reported a more than $100 billion plunge in deposits in the quarter in the aftermath of the biggest turmoil to hit the banking sector since 2008. Regional bank PacWest Bancorp (PACW.O) fell 9%, Western Alliance Bancorporation (WAL.N) 6%, Zions Bancorp (ZION.O) 5% and brokerage Charles Schwab Corp (SCHW.N) was down 4%. First Republic said on Monday it was "pursuing strategic options" to quickly strengthen the bank, without providing details. Options include an asset sale of up to $100 billion, a source familiar with the situation said on Tuesday. "So it's tough to even describe it as good asset and bad asset," Chiaverini said.

☆ First Republic stocks drops nearly 50% after plunge in deposits
▼ + stars: | 2023-04-24 | by ( Nicole Goodkind | ) edition.cnn.com time to read: +4 min

First Republic Bank also expects to cut its workforce by 20-25% this quarter, it said late Monday during its first-quarter earnings call. “Total deposits were $102.7 billion as of April 21, 2023, down only 1.7% from March 31, 2023,” he said. The bank reported earnings per share of $1.23, higher than analysts’ expectations of $0.85 per share, according to Refinitiv data. When the banking crisis erupted, about two-thirds of First Republic’s deposits were uninsured with the Federal Deposit Insurance Corporation. There’s a lot of money on the line: In January and February, trading in First Republic stock was outright sleepy.

☆ Google CEO Sundar Pichai made $226 million last year
▼ + stars: | 2023-04-22 | by ( Nicole Goodkind | ) edition.cnn.com time to read: +3 min

Sundar Pichai, the CEO of Google and Google’s parent company Alphabet, made nearly $226 million in 2022, according to a new filing from Alphabet. It is a big boost for Pichai, who made just over $6 million in 2021 and $7.4 million in 2020. Pichai’s stock boosts come every three years, in 2019 he received a similar package of $281 million. Ballooning CEO compensation has been a controversial topic in recent years. The vast majority of Cook’s 2022 compensation — about 75% — was tied up in company shares, with half dependent on share price performance.

☆ Farallon steps up activism at biotech company Exelixis. Here’s what could happen next
▼ + stars: | 2023-04-15 | by ( Kenneth Squire | ) www.cnbc.com time to read: +9 min

Farallon is not an activist investor but will pursue an activist agenda when it feels forced to do so. As the strategy of shareholder activism has become more mainstream, it has been utilized by a larger breadth of investors. The firm has been a shareholder of Exelixis since 2018 and is just now going public with their concerns. Farallon would also like to see Exelixis commit to a much larger share repurchase program than the $550 million it has announced. Farallon is nominating only three directors to this board, and it befuddles us as to how Exelixis does not see this as a gift.

Last year, all of the record 15 shareholder proposals were rejected by investors' votes. Shareholder proposals across industries have increased since 2020, but support for them fell from 2021 to 2022, according to a PWC report. The report would detail the "impact of (Amazon's) policies, management, performance metrics, and targets," Tulipshare's proposal said. Tulipshare, which owns 13 shares or about $7,000 in Amazon stock, secured 44% of investors' votes in 2022. Amazon is recommending that shareholders reject Tulipshare's proposal, saying the company continually works to improve "safety processes, programs, and technology."

Companies Amazon.com Inc FollowNEW YORK, April 13 (Reuters) - E-retail giant Amazon (AMZN.O) is facing 18 shareholder proposals, beating its 2022 record of 15 proposals, as environmental, social and governance (ESG)-focused investors push for more changes in the company, according to Amazons' proxy statement released on Thursday. The number of shareholder proposals across industries has grown since 2020. Last year, all of the record 15 shareholder proposals were rejected by investors’ votes. Although Amazon has a record number of proposals on the ballot this year, this is not the most proposals that have been submitted by shareholders to the company. Amazon can challenge submissions with the Securities Exchange Commission or negotiate with investors to provide audits and reports outside of the annual shareholder meeting.

☆ Amazon shareholders introduce record number of proposals for second-consecutive year
▼ + stars: | 2023-04-13 | by ( Arriana Mclymore | Thomson Reuters | Arriana Mclymore Is A New York-Based Reporter Covering E-Commerce | ) www.reuters.com time to read: +2 min

Tulipshare secured 44% of investors’ votes in 2022. Amazon's board has recommended shareholders vote against each of the 18 proposals. Last year, all of the record 15 shareholder proposals were rejected by investors’ votes. Amazon did not immediately respond to requests for comment on the increase in shareholder proposals. The proposals will be voted on during Amazon's annual meeting on May 24.

☆ Factbox: Tesla sets stage for annual shareholder meeting
▼ + stars: | 2023-04-10 | by ( ) www.reuters.com time to read: +2 min

April 10 (Reuters) - Tesla Inc (TSLA.O) has put up five proposals for vote at its annual shareholder meeting on May 16, including the nomination of co-founder JB Straubel to the electric-vehicle maker's board. Tesla shareholders usually vote largely in line with board recommendations. FREQUENCY OF NON-BINDING VOTE ON EXECUTIVE COMPENSATIONTesla said shareholders will vote on how frequently they would prefer a non-binding, advisory vote on compensation for executive officers. Investors will choose between one, two and three-year intervals for the non-binding vote on executive compensation, the board said, adding that it recommends a three-year interval. The EV maker has urged shareholders to vote against the proposal, saying it "would cause unnecessary competitive harm".

☆ Tesla nominates ex-CTO JB Straubel to board of directors
▼ + stars: | 2023-04-07 | by ( Lora Kolodny | ) www.cnbc.com time to read: +3 min

JB Straubel, Tesla Motors' former chief technical officer, speaks during a ribbon cutting for a new Supercharger station outside of the Tesla Factory on August 16, 2013 in Fremont, California. Tesla has nominated JB Straubel, the CEO and founder of e-waste recycler Redwood Materials, to its eight-member board of directors, according to an SEC filing out Thursday. Straubel is deemed a co-founder of Tesla due to his engineering and operations leadership at Tesla from early on. Mizuno was previously the chief investment officer Japan's government pension investment fund and has been a member of the Tesla board since April 2020. Besides Straubel, Tesla is nominating CEO Elon Musk and chair Robyn Denholm to be re-elected to the board of directors again.

☆ Stocks making the biggest moves premarket: Johnson & Johnson, FedEx, Zions and more
▼ + stars: | 2023-04-05 | by ( Pia Singh | ) www.cnbc.com time to read: +2 min

A FedEx delivery man is seen on Chestnut Street in San Francisco on January 11, 2023 as atmospheric river storms hit California, United States. Zions Bancorporation — Shares of Zions Bancorporation rose 3.2% after Baird upgraded the regional bank stock to an outperform rating. Lamb Weston — Shares of the potato processing giant were up about 1% ahead of the company's scheduled earnings release on Thursday. FedEx — Shares of the shipping company gained 3.1% in premarket trading after FedEx announced a dividend hike and a corporate reorganization. FedEx said it will raise its dividend by 10%, consolidate its different business divisions and change its executive compensation packages.

☆ Starbucks shareholders to vote on proposals for labor probe, succession planning
▼ + stars: | 2023-03-23 | by ( Amelia Lucas | ) www.cnbc.com time to read: +3 min

Shareholder votes aren't binding, so the board can reject proposals even if a majority of investors vote in favor. More than 190 company-owned Starbucks locations have voted to unionize under Starbucks Workers United, according to National Labor Relations Board data as of Friday. Members of a recently formed union of Starbucks workers hold a rally to celebrate the first anniversary of their founding, December 9, 2022 in New York City. Apple, unlike Starbucks, agreed to perform the assessment without waiting for a shareholder vote. But Trillium has more than two decades of experience putting shareholder proposals before Starbucks' board.

☆ Former Domino's CEO bought nearly $4,000 worth of pizza in a year
▼ + stars: | 2023-03-14 | by ( Grace Mayer | Nancy Luna | ) www.businessinsider.com time to read: +3 min

Former Domino's CEO Ritch Allison bought $3,919 worth of pizza in 2021, the Financial Times found. The former CEO was compensated for a nearly $4,000 personal pizza expense, the Financial Times reported, citing Domino's proxy filing from last year. As FT points out, the previous proxy shows Allison's nearly $4,000 in pizza in 2021 was relatively tame. During his tenure as CEO, Allison pushed innovation and a culture of risk-taking at the tech-forward company. Curious what $3, 919 gets you in Domino's pizza pies?

☆ UniCredit shareholders urged to reject CEO Orcel's pay rise
▼ + stars: | 2023-03-13 | by ( Valentina Za | ) www.reuters.com time to read: +2 min

REUTERS/Dado Ruvic/IllustrationMILAN, March 13 (Reuters) - Leading governance adviser Institutional Shareholder Services (ISS) on Monday recommended shareholders at UniCredit (CRDI.MI) reject a proposed new pay package for CEO Andrea Orcel as well as the bank's new incentive scheme. After recommending UniCredit shareholders vote against Orcel's pay package when he first joined in 2021, ISS last year noted his package, especially a 15 million euro ($16.1 million) severance payment, remained of concern, stopping short of calling for a rejection. "The 30% fixed pay raise in favour of the CEO and the newly introduced discount on the conversion price of equity awards could lead to an excessive increase in the CEO total pay," it added. "With the 30% increase, Orcel's fixed remuneration will be above the top quartile and 55% higher than the median ... When looking at ISS-only selected peers, Orcel will remain the CEO with the highest pay opportunity."

☆ Bath & Body Works adds director, Third Point backs off proxy fight
▼ + stars: | 2023-03-06 | by ( Svea Herbst-Bayliss | ) www.reuters.com time to read: +3 min

[1/2] Shoppers wait in line outside a Bath and Body Works retail store in Brooklyn, New York, U.S., December 8, 2020. REUTERS/Brendan McDermid/File PhotoNEW YORK, March 6 (Reuters) - Bath & Body Works Inc (BBWI.N) on Monday named veteran financial executive and board member Thomas Kuhn as a new director, ending a potential challenge from billionaire investor Daniel Loeb's hedge fund Third Point. "Tom’s 35 year history as a respected financial and legal advisor, including working with consumer companies, will bring an important perspective to Bath & Body Works as it focuses on its key strategic initiatives to maximize shareholder value," Bath & Body Works board chair Sarah Nash said in a statement. Bath & Body Works, which is valued at roughly $10 billion, has been operating as a standalone company since 2021. At Bath & Body Works the company was advised by law firm Wachtell Lipton Rosen & Katz, financial services company J.P. Morgan Chase & Co, proxy solicitor Innisfree M&A Inc and public relations firm Joele Frank.

☆ Here's what makes cybersecurity giant Palo Alto Networks tick and why we like the stock so much
▼ + stars: | 2023-03-06 | by ( Zev Fima | ) www.cnbc.com time to read: +22 min

Palo Alto Networks (PANW) last month had its best single trading day in about a year, exactly one week after the next-generation cybersecurity company became our newest Investing Club holding. Why Palo Alto Networks? PANW YTD mountain Palo Alto Networks (PANW) 1-year performance Palo Alto Networks is a great way to play a secular growth industry. Taking all of these segments together, Palo Alto Networks is a company capable of delivering on every aspect of cybersecurity under one roof. Palo Alto Networks' ESG practices, meanwhile, are overseen by the ESG and Nominating Committee, which provides counsel to the board in these matters.

☆ Justice Department Seeks to Spread the Pain of Corporate Fines to Executives at Fault
▼ + stars: | 2023-03-02 | by ( Dylan Tokar | ) www.wsj.com time to read: +3 min

The Justice Department is looking to hit lawbreaking corporate executives where it hurts: their paychecks. “Our goal is simple: to shift the burden of corporate wrongdoing away from shareholders, who frequently play no role in misconduct, onto those directly responsible,” Ms. Monaco said. PREVIEWThe use of executive compensation in the fight against corporate crime was first floated by Ms. Monaco in a speech last year. Companies that seek to recoup pay from such employees will be able to deduct it from their own criminal penalties, Ms. Monaco said. Further details about the new policy will be released on Friday, Ms. Monaco said.

☆ Justice Department Policy Seeks to Spread the Pain of Corporate Fines
▼ + stars: | 2023-03-02 | by ( Dylan Tokar | ) www.wsj.com time to read: +3 min

☆ Exclusive: Irenic Capital urges Theravance to conduct review, add shareholder to board
▼ + stars: | 2023-02-27 | by ( Svea Herbst-Bayliss | ) www.reuters.com time to read: +3 min

NEW YORK, Feb 27 (Reuters) - Activist investor Irenic Capital Management is urging Theravance Biopharma Inc (TBPH.O) to initiate a review of strategic alternatives, including a full sale, and to add a shareholder to its board, according to a letter seen by Reuters. Irenic owns a 4.2% stake in the biotechnology company and has criticized its lagging valuation and stock-based compensation to its chief executive and board chair, Rick Winningham. Irenic also called on Theravance to use excess cash to immediately issue a $300 million special dividend to shareholders. They suggested Dodge as a director candidate but wrote in the letter that the company rejected him as a candidate. Irenic is the latest hedge fund to propose changes at poorly performing biotech companies.

☆ Third Point’s Dan Loeb pens a pointed letter to Bath & Body Works – What could happen next
▼ + stars: | 2023-02-25 | by ( Kenneth Squire | ) www.cnbc.com time to read: +8 min

As an example, in April 2019, ABB chairman Peter Voser stepped in as interim CEO of ABB. She would receive this $18 million regardless of how long she served as interim CEO. Ultimately, she served as interim CEO for a full seven months for the $18 million. The Nash-led BBWI board is now doing whatever it can to protect itself from having a shareholder representative on the board. If this goes the distance, we believe Third Point will show the BBWI board how powerful a good argument is.

☆ A guide to climate buzzwords and what they say about corporate promises
▼ + stars: | 2023-02-19 | by ( Catherine Boudreau | ) www.businessinsider.com time to read: +6 min

Thousands of companies with climate goals use confusing jargon like "carbon neutral" and "net zero." Corporate climate pledges are rife with terms like "carbon neutral," "net zero," and "carbon negative," leading to confusion among consumers and investors, among others, about what it all means. Some companies, including ExxonMobil, also have net-zero goals that only cover direct operations. Why 'carbon neutral' can be misleadingThe UN's concerns about carbon offsets are why claims of an organization or product being "carbon neutral" can also be worrisome. "I think there is rightfully some skepticism around climate neutral," Fischweicher said.

Feb 16 (Reuters) - Two U.S. lawmakers have sent letters to the country's top egg companies seeking answers for why egg prices have ballooned to record highs in recent months, according to copies of the letters seen by Reuters. The letters were sent Thursday morning to the CEOs of Cal-Maine Foods (CALM.O), Hillandale Farms, Rose Acre Farms, Daybreak Foods, and Versova Management. But a farm group recently asked federal regulators to investigate whether egg companies were price gouging. The lawmakers said the spike in prices raises concerns about anti-competitive conduct and requested information on executive compensation, profit margins, avian flu impacts, and whether companies have communicated with one another about egg prices. The lawmakers requested responses by March 1.

☆ Pres. Biden slams stock-based executive compensation
▼ + stars: | 2023-02-14 | by ( ) www.cnbc.com time to read: 1 min

Share Share Article via Facebook Share Article via Twitter Share Article via LinkedIn Share Article via EmailPres. Biden slams stock-based executive compensationCNBC's Kayla Tausche reports on comments by President Biden about stock-based compensation for executives.

☆ Op-ed: Salesforce appoints ValueAct’s Morfit to its board and a proxy fight may loom ahead
▼ + stars: | 2023-01-27 | by ( Kenneth Squire | ) www.cnbc.com time to read: +5 min

The firm's principals are generally on the boards of half of ValueAct's core portfolio positions and have had 55 public company board seats over 22 years. Adding Morfit to the board of Salesforce makes a ton of sense regardless of the activist environment. Morfit has experience helping management increase both growth and margins from a board level, and both can be improved at Salesforce. The looming question is whether he will initially be doing this with an activist cloud hanging over the company's head in the form of a proxy fight by one of the other activists involved. It likely had been engaging with Salesforce management for several months, and this appointment may have happened just as a threatened proxy fight was reported.

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