Category Archives: Meetings

The Annual Meeting is Dead. Long Live the Annual Meeting!

The Rise of the Virtual Investor

A few days ago, I wrote about the brouhaha that has erupted over Symantec Corporation’s plan to hold an online-only shareholder meeting on September 20th. The U.S. Proxy Exchange and CorpGov.net have taken exception to Symantec’s plan to hold it’s meeting only on the Internet, suggesting that this effort is an affront to important shareholder rights.

As was noted in its post on the subject, CorpGov.net’s James McRitchie wrote, “[s]ome investors have expressed concerns that virtual-only meetings would deprive them of the opportunity to meet with company representatives face to face. They believe that physical meetings allow investors to better express their positions – and that management and the board listen more closely when communications are made in person.’

If the primary purpose of attending a shareholder meeting is to confront company executives face-to-face and to engage in a bit of verbal jousting, then by all means, fight the good fight and get executives to see the light and stay with in-person meetings. But is that what investors actually want from an annual meeting?

Let’s review the annual meeting process for a moment.

An annual meeting is convened to consider management and shareholder proposals and allow for both company representatives and shareholders to engage in a presentation of views about matters pertaining to the corporation. To suggest that the parties engage in a discussion is a bit of an overstatement as most executives simply try to get through the process as quickly as possible while shareholders either read their proposals that have already been published in the company proxy statement or raise issues of concern to them. The proxy ballots have already been tabulated and the company representatives already know where things lie. On occasion, the meeting becomes a forum for shareholder theater where the wrongs of the company are put on full display. An hour or so later, everybody goes home.

The virtual shareholder meeting is a game changer. What it does is remove the human element from this process. Indeed, it enables wily CEOs to avoid one of the few times they have to go mano-a-mano with the company’s owners. More importantly, it forces investors to develop meaningful strategies for expressing their views and influence the annual meeting process.

As I have noted in a number of previous posts on this subject, the annual meeting process has devolved into a form of Kabuki Theater, a drama in which the outcome is already determined before the play begins. Taking this process off the table forces shareholders to engage in creative forms of engagement, which they have largely failed to do.

Let me suggest a couple of shareholder approaches in a virtual world:

  1. Social Networking: Facebook and LinkedIn shareholder pages discussing the issues
  2. Investor Blog: An in-depth discussion of the issues surrounding the annual meeting
  3. Online Commenting: Make noise as a commenter on other blogs, investor forums and other online publications
  4. Microblogging: Twitter like hell. Got a quick thought, Tweet it. Find an article of note, put it up.

None of these tasks are easy and they take time and thought. But herein lies the challenge to investors: Do you simply want to rain on the CEO’s parade or do you want to improve the company’s performance and shareholder value? I argue that the virtual meeting is a wake up call for investors to develop substantive strategies for effecting corporate change.

Symantec and the Virtual Meeting

Angry shareholders take to the streetsIn the last couple of days, there has been rattling from some investor quarters over the recently announced virtual shareholder meeting at Symantec Corporation. Certain shareholders are incensed that the company would hold an online-only meeting, thereby precluding an in-person event where shareholders could face off with company executives.

While I understand certain shareholders’ interests in confronting Symantec executives on a range of issues from lackluster performance and excessive executive pay, isn’t this event really about “sticking it to the man”, face-to-face?

Annual meetings have become tactical events for activist shareholders, a media event where sullen CEOs have to suck it up for an hour of so and occasionally take the heat from angry investors. The press shows up and if the event is in, say New York, the shareholders get a bit of ink.

Great.

So did anything improve? Did the stock skyrocket? Did executives cut back on their grotesque pay packages?

In most cases, the shareholder meeting has no effect on the bottom line. Activists and their followers felt better after the bit of theater and the executives had a stiff one before getting back into their limos to the home office.

No, it’s time to put the annual meeting down. The day has past where the shareholder meeting and the events that transpired meant anything. Executives have always controlled the annual meeting forum and with virtual meetings, that will continue. It will certainly be easier for companies to cut off shareholders communicating online but so what? At best, shareholders got a chance to communicate with perhaps a few hundred other people at a live annual meeting. At a virtual meeting or certainly the run up to an online affair, the audience is virtually limitless.

So an executive cut you off at the virtual meeting? Then Twitter this MF!!!

Massey Energy Director Elections: A Landslide or a Mudslide

I once asked a fellow law school graduate how he did in school. He replied with great enthusiasm, “I graduated in the top 90% of my class!”

A Massey Energy spokesman who announced that its three directors standing for election had won by a landslide reminds me of that retort when I read the announcement. Directors Gabrys, Moore and Phillips won their respective reelections by votes of 55.36%, 55.09% and 57.83& respectively.

A landslide? Surely Massey officials jest. Read more »

The Independent (NOT!) Chairman At Morgan Stanley

Among the many proposals up for consideration at this year’s annual meeting at Morgan Stanley is one that deserves your attention and your vote. Proposal #7 calls for the separation of the positions or chairman and CEO and also requires that the chairman be “independent.” For those of you that pay attention to these sorts of things, an independent chair proposal is not new. What makes this proposal unusual is the corporate chutzpah that suggests that this proposal is not in the interest of shareholders. Remember that “financial crisis” from a few weeks back? The boys at Morgan Stanley were some of the dealers at that crack house fiasco.

Morgan Stanley, along with a number of other financial services companies on Wall Street were engaged in a range of financial transactions that contributed to the global financial meltdown. The company, along with its compadres on the Street, traded on a range of securities that bet on the failure of the mortgage market. This gamble based on a failed bet that the unsustainable mortgage market would last (i.e. millions of bad mortgages would not somehow fail all at once) blew up, leaving ordinary people in financial disarray, economies around the world in crisis and the financial companies at risk of collapse. So far so good?

In 2008 and 2009 the company was in crisis. The Company’s then CEO John Mack (now the Chairman) was under pressure from the Fed and the Treasury to merge the company with JP Morgan Chase. Eventually, the Company was forced to take TARP funds, which it has since paid back. While all of this was going on, shareholders were taking quite the hit. MS share price went from a high of $67 and change in 2007 to less than half of that amount in 2010. Of course then CEO and now Chairman Mack saw a $41 million payday in 2007, which has since diminished to a paltry $1.5 million and change in 2009.

Yeah, pay for performance is working here.

Anyway, late in 2009 the Company announced the change in duties of Mr. Mack and the co-President James Gorman but from a shareholder perspective has anything changed on the board?

Well, no.

While a number of new faces have appeared on the MS board over the last couple of years, much remains the same. Several directors are seriously overboarded, holding 4 or more board positions (James Hance (5), Donald Nicolaisen (4), Charles Noski (4), Laura Tyson (4)), several directors have held their posts for excessive terms (Robert Kidder (17 yrs), Laura Tyson (13 yrs)) and of course, the chairmanship is held by an insider, Mr. Mack. Perhaps these problems could be ignored if the company hadn’t, well, screwed the pooch. Unfortunately for the rest of the world, that was not the case.

For MS shareholders interested in sorting out the pros and cons of this shareholder proposal, the Company proxy statement is of little help. Regrettably, the proponent talks in platitudes about the merits of independent chairmen. (Yawn). But somehow, corporate hubris seemed to get the best of executives at the Company who offer that “[t]he Board should not be constrained by an inflexible, formal requirement that the Chairman be an independent director who has not previously served as an executive officer.” The proxy statement goes on for several more interminable paragraphs suggesting that its independent board and committees all somehow validated its decision to let Mr. Mack continue on as CEO-Emeritus/Chairman.

Okay, so let’s recap: Stock price in the toilet, entrenched Chairman, entrenched board, executive pay rewarding short term performance, shareholders left holding the bag. This is a no brainer folks.

Vote for requiring that the chairman be I N D E P E N D E N T!

Waddell and Reed: Hyperbole as a Measure of Performance

CEO Henry Herrmann

In the never-ending grab for higher levels of excessive pay at shareholder expense, CEOs have shown a remarkable set of qualities: hubris, greed and brazenness. This list runs on but today, I am reminded by CorpGov.net that another talent has been overlooked, at least at the financial services company Waddell and Reed. That quality is hyperbole. It seems that the company’s CEO, Henry J. Herrmann has quite a talent in that department.

In a March 5, 2010 letter to shareholders, Mr. Herrmann suggests that a shareholder proposal coming to a vote on April 7th “could put Waddell & Reed Financial, Inc. at a serious competitive disadvantage and could erode the value of your investment.”

Really?

This apocalyptic event Mr. Hermann refers to is a shareholder proposal calling for an advisory vote on executive compensation. As Mr. Herrmann notes in a quieter moment in his letter, the proposal “recommends that the Board of Directors adopt a policy requiring an advisory vote of our stockholders to approve the Compensation Committee Report and the executive compensation policies and practices set forth in the company’s Compensation Discussion & Analysis in our proxy statement.” Somehow, this doesn’t strike me as a doomsday event so it prompted me to see what’s going here at WDR. (See ProxyAnalyst’s recommendation on this vote here)

A quick glance at the company’s proxy statement clarified things. Indeed, somebody would be at a disadvantage should shareholders be allowed some say on executive pay. However, it wouldn’t be the company’s investors.

Mr. Herrmann received approximately $4.9 million in total compensation in 2009, up roughly 20% from 2008. The market was up, company performance as measured by stock price for 2009 was up. One could argue that pay linked to performance was as it should be. Unfortunately for shareholders, the process could use a bit of tweaking considering how pay was set at the company.

As noted in the company’s proxy statement, four factors were used in determining Mr. Herrmann’s pay:

• The Company’s financial and operational performance for the year;

• Market survey information for comparable public and private asset managers prepared by the Committee’s independent compensation consultant;

• Recommendations of the Company’s Chief Executive Officer, based on individual responsibilities and performance;

• The previous year’s compensation levels for each named executive officer; and

• Overall effectiveness of the executive compensation program.

Yes, it seems that at Waddell and Reed, the CEO calls the shots when it comes to setting his own pay package. This arrangement is threatened should investors have some sort of input into this process. Undoubtedly, Mr. Herrmann is disturbed at the prospect that shareholders might take exception to his pay package, which includes the free personal use of the corporate jet, tickets to sporting and cultural events as well as this nifty pay package. Mr. Herrmann has undoubtedly worked hard to cultivate a solid relationship with his board of directors and doesn’t need that apple cart upended by the company’s owners.

However, it seems unlikely that this hullabaloo will come to much should shareholders approve this proposal. After all, the same proposal submitted by the same shareholder received majority support from shareholders last year. What did the company do in response?

Nothing.