Shareholder proponent James McRitchie, who was successful in persuading the SEC to reconsider its no-action position with Whole Foods on proxy access, has hinted at his intentions for the upcoming proxy season, or at least some of them.
First, he notes that “several companies have adopted proxy access ‘lite’ with provisions that make implementation excessively difficult and less effective than anticipated by the SEC’s vacated Rule 14a-11. At the beginning of last season I announced that proxy access was temporarily ‘on sale.’ I was willing to accept some unfavorable provisions in order to establish a track record of ‘wins’ . . . As the next season gears up, it is time to reframe proposals, avoiding proxy access lite from the start.” Mr. McRitchie then goes on to reproduce his new model in a shareholder proposal submitted to QUALCOMM.
In another blog, Mr. McRitchie notes that he has submitted another proposal to Whole Foods. He says “As I have mentioned in other posts . . . several companies have adopted proxy access ‘lite’ with provisions that make implementation excessively difficult and less effective than they would have been under the SEC’s universal proxy access Rule 14a-11. Although I withdrew proposals at several companies, based on the fact that even adoption of proxy access lite represented real progress, I vowed to circle back and seek more robust provisions through subsequent amendments. I recently filed the first such proposal at Whole Foods Market.”
As we noted in our 2016 proxy season preliminary planning checklist, public companies should understand proxy access proposals and possibly make preliminary plans in the event a proxy access proposal is received.