Wednesday, May 20, 2009

Three brief items

1. SEC Thresholds

There have been reports, though there has as of yet been nothing official from the Securities and Exchange Commission itself, that the SEC is about the propose a new system for the nomination of dissident directors. Dissidents will be able to piggyback on the company's proxy materials if their stock holdings pass certain percentage thresholds.

Specifically, to piggyback on the materials of a small market capitalization companys (below $75 million), the dissident group will need to show that it has owned 5% of the equity for at least a year. For a market cap between $75 and $700 million, that becomes 3% over a year. For a market cap above $700 million, its a mere 1%.

Any such measure, even if adopted (and so far, remember, this is only a report of a coming proposal) would certainly face a court fight, on federalism grounds among others.

2. Shell's executive pay

There's been a rebellion at Royal Dutch Shell. Shareholders have voted "no" in resounding fashion to a remuneration report. The remuneration committee that produced the report is chaired by Sir Peter Job. I just had to mention that because the name seems so blooming appropriate.

Jeroen van der Veer, Shell's CEO, steps down in June. He received a bonus nt he 2006-08 incentive scheme of 1.35 million euros, i.e. $1.84 million dollars, on top of his salary of 2008, of 10.3 euros, which was itself an increase of 58% from the year before.

3. Catching up on Amylin

Amylin Pharmaceutical's annual meeting is now but a week away. Proxy advisory RiskMetrics has advised shareholders to vote in favor of three of the dissident nominees, two from eastbourne's slate and one from Icahn's.

In a letter to shareholders May 15, Amylin expressed disappointment in this, but said that its board and management "have recognized and embraced the need for change."

Then the news got worse for the besieged company. On Monday, the two other major advisory services also recommended the introduction of new blood. Although they don't all agree on which new blood should get into the boardroom, they all agree things need to change.

No comments: