WASHINGTON, D.C. July 27, 2017: Earlier today, the CtW Investment Group petitioned the SEC to require T-Mobile (NASDAQ:TMUS) to provide a clear and comprehensible description of the methods used to calculate the performance metrics for executive pay – including the non-GAAP metrics – and to explain how those metrics result in the bonus actually paid.
Dieter Waizenegger, Executive Director of the CtW Investment Group said, “Investors rely on T-Mobile to provide clear and intelligible disclosures. In this case, the company has done neither. That’s why we’re taking the extraordinary step of bringing this matter to the SEC.”
ATHENS, GA, June 14, 2017: Today, at Caterpillar, Inc.’s annual meeting, a substantial number of shareholders expressed concern regarding the possible reputational costs of the company’s Swiss offshore tax strategy by supporting a shareholder proposal to strengthen the company’s clawback policy. With 28% support, shareholders seek to enhance the ability of Caterpillar’s board of directors to recoup executive compensation for damage to the company that may not warrant a financial restatement. Average support for clawback proposals in 2016 was 14.3%.
Philadelphia, Pennsylvania, May 30, 2017 – After years of declining performance, low independence and poor board diversity, shareholders demonstrated a waning confidence in the board of Urban Outfitters (NYSE: URBN), with 30.5% of outside shareholders opposing the reelection of director Robert H. Strouse, and 64.5% of outside shareholder in opposition to Harry S. Cherken. The sizable opposition votes came from major public funds, including CalSTRS and Norges Bank.
The level of opposition is high given that the average opposition votes for the Russell 3000 is 3.8% year to date, and insider ownership constitutes approximately 35% of shares outstanding. These results reflect years of low shareholder support levels for both Strouse and Cherken, who received 11.3% and 37.9% opposition in 2016 and 20.7% and 39.6% opposition in 2015, respectively.
“This is a clear vote of no confidence in the board’s composition and the company’s broken nomination process,” said Dieter Waizenegger, Executive Director of the CtW Investment Group who had urged investors of Urban Outfitters to vote against long-tenured directors.
CtW Investment Group: Walgreen Boots Alliance Needs Strong, Independent Board Oversight to Navigate Substantial Challenges Ahead
NEW YORK, Dec. 29—The following statement on the Walgreen shareholder vote to approve the company’s acquisition of Alliance Boots can be attributed to Dieter Waizenegger, Executive Director of the CtW Investment Group:
“Shareholders are left with too many unanswered questions about how the combined company will meet optimistic performance goals and how it will correct governance failures that became painfully obvious in the past year.
“There has been inadequate disclosure about the deal’s negotiation, the plans to obtain many touted synergies, and even who will lead Walgreens Boots Alliance. A $25 billion transaction should never be a leap of faith for shareholders, but that’s exactly what this vote was.
CtW Investment Group Asks Tesco Chairman-Elect to Review Strategy at Company’s Fresh & Easy Subsidiary; Questions Tesco’s Executive Incentive Pay Practices
WASHINGTON, D.C. – The CtW Investment Group is calling on incoming Tesco (TSCO:LN) Chairman Richard Broadbent to address investor concerns about mounting losses at Tesco’s Fresh & Easy subsidiary by conducting an objective and independent strategic review of the US business and to publicly articulate a strategy for profitability.
In its 29 June letter, the CtW Investment Group also notes that under the new remuneration policy, US CEO Tim Mason’s incentive pay will be substantially de-linked from Fresh & Easy’s performance, raising questions about executive accountability for continuing losses in the US. The CtW Investment Group also points out that all executive directors will continue to have their incentive pay linked to profits from the sale and leaseback of property, which may potentially allow executives to “pick their number” in order to hit performance targets.
Chipotle Shareholders Reject Overstuffed CEO Pay
Leading Investors Reject Burrito Chain’s Bloated Executive Pay Plan
DENVER, CO, May 15, 2014 – At the Chipotle Mexican Grill (NYSE: CMG) annual meeting today, investors by a vote of 77% shares against soundly rebuked the Company’s executive pay plan that produced a whopping $285 million in 3-year realizable CEO pay. This is the highest vote against CEO pay this year.
Leading institutional investors, The California State Teachers Retirement System (“CalSTRS”), CalPERS, New York City Pension Funds, and the Florida State Board of Administration joined the CtW Investment Group in voting against the plan. Major proxy advisory firms Institutional Shareholder Services and Glass Lewis also opposed management’s “say-on-pay” proposal.
Domino’s Board Faces Groundswell of Shareholder Discontent over CEO Pay and Compensation Committee Chair
CalSTRS, NYC Pension Funds, Ill. State Board of Investment, Among Other Leading Investors, Join CtW Investment Group in Calls for Reform
ANN ARBOR, MI, April 29, 2014 – The Board of Directors at Domino Pizza’s (NYSE: DPZ) faced a rising tide of shareholder discontent at today’s annual meeting. The CtW Investment Group joined with
leading investors in asking for the resignation of Compensation Chairman Andrew Balson and an overhaul of the company’s pay practices.
Over the past month, the CtW Investment Group has called for investors to oppose the reelection of Balson—a former Bain Capital executive—and to strike down management’s ‘say-on-pay’ proposal. The
group notes that CEO Doyle’s $43 million in 3-year realizable pay was bloated to three times the median pay package of his peers and that the company is suffering from a potentially risky focus on short-term performance.
CTW INVESTMENT GROUP WELCOMES LEADING PROXY ADVISORY FIRMS’ RECOMMENDATION AGAINST DOMINIO’S PIZZA’S BALSON OVER CEO PAY
Recommendation Follows CtW Investment Group’s Opposition to Andrew Balson and “Say on Pay”
WASHINGTON, D.C.–Leading independent proxy advisors, Institutional Shareholder Services (ISS) and Glass Lewis, are opposing the re-election of Andrew Balson, the Chairman of the Compensation
Committee at Domino’s Pizza, Inc. (NYSE:DPZ), because of concerns over CEO Patrick Doyles’ pay. Domino’s will hold its annual shareholder meeting in Ann Arbor, Michigan on April 29th. The recommendation comes two weeks after the CtW Investment Group wrote to fellow investors calling on them to oppose Balson and Domino’s “Say-on-Pay” given the company’s egregious equity grants and
the excessive and potentially risky focus on short-term performance in the company’s pay plans.
CtW Investment Group: JPMorgan Directors’ Departures a Good Start but More Reforms Needed
The following statement about JPMorgan directors Ellen Futter and David Cote’s resignation from the bank’s board can be attributed to Dieter Waizenegger, Executive Director of the CtW Investment Group. The Investment Group began engaging the board over the competency and mandate of its Risk Policy Committee in 2011 and spearheaded a vote no campaign against Futter, Cote as well as James Crown, chairman of the Risk Policy Committee in May. Ms. Futter and Mr. Cote were members of the board’s Risk Policy Committee.