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Thursday, May 17, 2012 at 10:21 am by Theo Francis
Everyday mediocre disclosure at Wal-Mart Stores…

This morning, Wal-Mart Stores (WMT) filed its most extensive disclosure yet about questions of corruption and bribery in its Mexico operations, but sadly, that isn’t saying much.

What’s most striking about the new disclosure is that it was buried at the bottom of the 8-K that put Wal-Mart’s first-quarter earnings release on record. Somehow, though, there’s no mention in the earnings release itself, which is the document that most investors see and read — especially since the first 70% of the filing is routine boilerplate about the company’s many non-GAAP financial measures.

When it comes to substance, the company added 574 words to its minimalist oeuvre on the subject, explaining that the company’s audit committee is

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“conducting an internal investigation into, among other things, alleged violations of the U.S. Foreign Corrupt Practices Act (the ‘FCPA’) and other alleged crimes or misconduct in connection with foreign subsidiaries including Wal-Mart de México, S.A.B. de C.V. (“Walmex”) and whether prior allegations of such violations and/or misconduct were appropriately handled by the Company.”

There’s more, about engaging multiple outside law firms “and other advisors,” conducting a “voluntary global review” of its compliance practice (really? Voluntary? As in, it would have done this even absent the publicity?), reminding investors that the company is under investigation by the Justice Department and SEC as well as by Mexican officials, that the company is cooperating, and — of course — that it’s too early to tell where things might go, or how much they might cost. In other words, a lot of it is rehashing what we already know, and layering on the boilerplate.

We do wonder about a few things in the disclosure, though. That “other crimes and misconduct” is ominous — it could simply refer to Mexican anti-corruption laws, which are obviously distinct from the U.S. statute, or more general violations stemming from a cover-up. But it also holds out the specter that there could be something more serious behind the inquiry, and really, you might never know until too late, given Wal-Mart’s track-record on disclosure.

As we footnoted in early May, there were signs in Wal-Mart’s filings that something was amiss with the company’s non-U.S. operations as far back as early December (and we alerted our footnotedPro subscribers to that language at the time), but you had to look closely, and know how to read between the lines: The original 156-word disclosure was vague to an extreme, and didn’t even mention Mexico specifically. When Wal-Mart filed its 10-K nearly four months later, it didn’t change a word — even though, by then, executives must have known more about the sweeping New York Times piece that was on the horizon.

Given that history, we noticed in the most recent disclosure that the company says it told the Justice Department and SEC about its internal “investigative activity”  in November 2011 — no more specific date is provided. But the initial disclosure for investors, as far as we can tell, was that December 8 filing. Depending when in November Wal-Mart notified the authorities, that might have been a very long time indeed to make investors wait. And no, we’re not comforted by the fact that, as Bloomberg News reports on its Businessweek site, lots of companies drag their feet on corruption inquiries.

Meanwhile, Wal-Mart executives are apparently predicting “no material adverse effect” from the inquiry — which is a bold statement given that the company’s public filings say things are still at such an early stage that Wal-Mart “cannot predict accurately at this time the outcome or impact” of the investigations or related shareholder lawsuits.

Anyway, credit Wal-Mart with at least saying a little more — in one sense, today’s 574 words is a 3.7-fold improvement over the original disclosure. But unless the company starts filling in a little more detail, we doubt investors are going to be able to get comfortable with the overhang. Nor should they.

Image source: storm clouds via Shutterstock.com

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Wednesday, May 16, 2012 at 10:54 am by Sonya Hubbard
Las Vegas Sands exec gets a sure deal…

There is at least one thing that the powers-that-be at Las Vegas Sands Corp. (LVS) aren’t willing to gamble on – the continued employment of Robert G. Goldstein, an Executive Vice President and the President of its Global Gaming Operations.

Goldstein has been with the company for a long time. His biography in the April, 2012 proxy discloses that he joined Las Vegas Sands in December, 1995, although he worked as the Executive Vice President of Marketing at the Sands Hotel in Atlantic City for three years prior to that.

Along with the 10-Q that the company filed last week, it attached an Exhibit – a letter to Goldstein dated March 1, 2012 – which set out his “Terms of Continued Employment.” Goldstein’s most recent employment agreement was just inked in January of 2011, and it wasn’t set to expire until December 31, 2012. The new letter from March extends the term of his employment to December 31, 2015 and makes a couple of important modifications.

Tuesday, May 15, 2012 at 11:04 am by Theo Francis
Doughnut line keeps chugging at Krispy Kreme…

There’s plenty of news on the pay, performance and corporate governance front out there today, what with JPMorgan Chase’s (JPM) annual meeting, the recent departure of Yahoo’s (YHOO) embattled chief executive, and more. Those are getting plenty of attention — and, honestly, we didn’t see a lot in recent JPMorgan and Yahoo filings that hasn’t been covered pretty thoroughly already. But big news days can let other interesting but less momentous details slip through the cracks, so we thought we’d check in with a footnoted frequent flier.

Krispy Kreme Donuts (KKD) filed its proxy last week, and as usual, there were plenty of doughnuts to go around.

Chairman and CEO James H. Morgan got a $325,000 raise, almost half in cash — a 5% raise in salary, a 35% increase in option awards, and a 14% higher bonus. Once again this year, Morgan got a “cash ‘executive allowance’ paid at the rate of $2,000 per month…” We like how they put the term “executive allowance” in quotes — though we’re not sure if it’s a nod to the overuse of quotes on many a donut-shop sign, or if maybe they share our skepticism about the merits of executive “allowances” (which strike us as just so much more cash). Here’s how the proxy describes that allowance elsewhere:

Monday, May 14, 2012 at 10:59 am by Sonya Hubbard
Does Abercrombie’s emperor have any clothes?

It’s probably best not to think too hard about how things work at Abercrombie & Fitch (ANF) without plenty of coffee. Even then, good luck making sense of it all.

The most obvious question, of course, is why a company that sells clothing features models who wear little (if any) of its fashions. We wrote about that last year, footnoting on the company’s 67-slide PowerPoint presentation, in which 20% of the slides featured shirtless guys flexing bare muscles. The company seems committed to this strategy: Even now, the investor page on the company’s website features — yes, you guessed it — a muscular dude who doesn’t appear to be any wearing clothes.

However, that’s a relatively minor contradiction when compared to the topic of Chairman and CEO Michael Jeffries’ compensation. On paper at least, according to the proxy that was filed last Friday, Jeffries received more than $48 million in total compensation. Whether Jeffries will realize anywhere near that number is doubtful, though, if the company stays on its current, not-so-profitable course. In addition to his $1.5 million salary, he got a $1.2 million cash incentive bonus, an increase of $1.46 million to his retirement plan, and $719,182 in “Other” compensation. The remaining $43.2 million in compensation was awarded in Stock Appreciation Rights (SARs) and Restricted Stock Units (RSUs), as further explained in an 8-K (and amended employment agreement for Jeffries) filed on May 9.

Friday, May 11, 2012 at 10:51 am by Michelle Leder
Putting lipstick on the pig at Chesapeake…

We were going to write about something else this morning, but then Chesapeake Energy (CHK), which as footnoted regulars know is something of a frequent flyer here, decided to file its proxy statement, so we quickly changed plans.

While the company did file a preliminary proxy on April 20, there’s a lot that’s happened since then, including a series of blistering articles led by Reuters reporters Brian Grow and Anna Driver on a whole host of problems at the company that eventually led to the board deciding to separate the Chairman and CEO position as well as a public apology by CEO Aubrey McClendon during the company’s first quarter conference call.

As a result, the proxy that was filed today starts off like this with a letter signed by both McClendon and lead independent director Pete Miller, Jr.:

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