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Thursday, Jan 12, 2012 at 10:56 am by Theo Francis
Activism of another kind, at Apple…

Shareholder activism, at least when it comes to the kinds of proposals activist shareholders shoehorn onto company proxies, is generally seen as the province of unions, environmentalists, good-government groups and others seeking to rein in what they see as corporate excess, self-dealing and similar sins.

So as we were browsing the proxy that Apple (AAPL) filed earlier this week, one of the four shareholder proposals caught our eye. Now, Apple has long been a magnet for shareholder campaigns. In the past, stockholders have demanded a public succession plan, environmental reports and more (generally with little success). But this one struck us as a little different, in part because we weren’t sure we had ever heard of the blandly named sponsor, the National Center for Public Policy Research.

As the group’s proposal suggests, and its website confirms, this is shareholder activism from the right: The NCPRR’s website at one point bills itself as a (or perhaps the) “Leading Free-Market Group“. Other parts of its website make clear it’s a squarely conservative organization — it’s replete with scary headlines criticizing government in general and the Obama Administration in particular (“the federal government is now looking to nationalize every drop of water in the U.S.” and the “Obama Administration Urges Students to Drop Out”) and backing big-business-friendly policy positions. (Its own commitment to transparency and accountability are another issue: Charity Navigator gives it low marks on that front, criticizing it in part for not posting the names of its board members or its audited financial statements on its website.)

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The proposal put before Apple shareholders by the NCPRR fits the mold: It lambastes the company and high-profile board member Al Gore — yes, that Al Gore, the former U.S. vice-president — for Apple’s decision to pull out of the U.S. Chamber of Commerce over policy positions on global warming.

That spat goes back to October 2009, when Apple became one of a handful of big companies to quit the U.S. Chamber of Commerce in protest over its rigid position against a variety of measures intended to slow human contributions to global warming (for more, see The Unofficial Apple Weblog and the New York Times Green blog). Now, NCPRR is asking Apple shareholders to request a “Conflict of Interest Report” from the board, arguing that the decision to leave the Chamber “was developed to personally benefit a board member” — namely Gore, a longtime environmental advocate who has put put much of his clout behind sustainable-energy policies and business ventures.

The NCPPR’s argument is pretty straightforward: It says Apple’s stake in global-warming regulation is small (its “business in computers and electronic devices does not make the Company a major emitter of greenhouse gases” and so “global warming regulations are not a core business issue for the Company.”) and argues that “[r]esigning from the U.S. Chamber could harm Apple’s business interests in other policy matters.” We think Apple investors would probably disagree with that, given how the stock has performed since quitting the Chamber.

At the same time, the group says, Gore’s various business interests stand to benefit benefit from tighter regulation of carbon emission and other climate-change policies the Chamber opposes (“global warming regulations are central to Gore’s personal investments”). Apple doesn’t disclose enough about conflicts and potential conflicts with board members’ interests, and “[s]hareholders have a right to know if Apple’s involvement in greenhouse gas regulations is being driven by Gore’s personal interests.”

From our perspective, other than pointing out the well-known fact that Gore is an environmentalist who has put his money where his mouth is (presumably his fellow Apple directors knew that when he was invited onto the board), the evidence of some kind of skulduggery is pretty thin gruel, and reads more like polemic than indictment. That said, we wouldn’t be averse to seeing more detail about board members’ financial interests, not just at Apple, but across public companies.

This isn’t NCPPR’s first shareholder proposal, but it does appear to be a relative newcomer to the game, with only three others that we can find, all last spring: One seeking board conflict information from Google (GOOG) and citing clean-energy investor and Obama adviser John Doerr, and two seeking climate-change reports at Goldman Sachs (GS) and General Electric (GE).

Whatever the political orientation of the sponsor, NCPPR’s proposal at Apple certainly have one thing in common with most of its more liberal counterparts: The board opposes it. Urging shareholders to vote against the measure, Apple’s board says the company “has not seen any impact on its business” since leaving the Chamber two years ago, and they don’t expect any down the pike. In addition,

“The decision to quit the Chamber was not driven by any conflict of interest or undue influence by any member of the Board. The Company resigned its membership because the Chamber’s position on climate change differed so sharply with the Company’s.”

Its opposition statement includes a lot more, including a summary of the company’s conflicts-of-interest and environmental policies, but you get the idea.

Stepping back a little, we like this development, and can’t help but hope it’s a trend toward more varied proxy measures from more varied groups. At the very least, proxies could become a lot more entertaining.

Still, barring the discovery of some smoking gun regarding Gore’s involvement in the decision, we do wonder how the group’s position on the matter squares with some pretty broadly held conservative positions, including the idea that corporate boards should more or less be allowed to run companies and take policy positions as they see fit. Conservative commentators have generally not been kind when it comes to activism-by-proxy-contest, as we’ve seen in the debate over board nominations.

But hey, maybe that will change as well.

Image source: ballot-box photo via Shutterstock.com

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At footnotedPro, we dig beyond the boilerplate in SEC filings to highlight unusual opportunities and potential problems well in advance of the market. To find out what you’re missing in the filings, and to inquire about a trial subscription, email Todd Serpico.

Wednesday, Jan 11, 2012 at 10:55 am by Sonya Hubbard
Sky-high comp for Steve Madden…

An 8-K that Steve Madden, Ltd. (SHOO) filed January 9 – combined with a little rooting through the footnoted archives (home of this little gem from July, 2005) – brought to mind the saying, “The more things change, the more they stay the same.”

In this case, the common theme is Steve Madden’s ever-expanding paycheck, thanks to a very long contract that assures him all kinds of new wealth, including raises of approximately $2 million each year. Yes, you read that correctly!

The new agreement, which is a confusingly-named exhibit attached to the 8-K, is entitled “Second Amendment to Third Amended Employment Agreement.” Like an impressively engineered platform sandal, that document raises Madden’s base salary to bold new heights. Back in 2005, shortly after Madden finished serving a 41-month sentence in a Florida federal prison for insider trading and stock fraud, Madden’s employment agreement at the time assured him a base salary of $600,000 and a 7% raise every other year as a cost of living adjustment. Contrast that with this new agreement, which – effective January 1, 2012 – gives Madden a new base salary of more than $5.41 million.

Tuesday, Jan 10, 2012 at 10:21 am by Theo Francis
Exec vs. wild at Discovery Communications…

Discovery Communications (DSC) and its Discovery Channel has made a name for itself in part with a host of shows about rough-and-ready folks taking what comes: Storm Chasers, Man vs. Wild, Deadliest Catch, Dirty Jobs.

In the executive suite, needless to say, none of that seems to apply. Another Discovery Channel show, Gold Rush, may be more appropriate, to judge from the 8-K that Discovery filed yesterday with details of its incoming chief financial officer’s pay.

Discovery is hiring Andrew Warren away from the same post at Liz Claiborne (LIZ), where he’s been CFO since July 2007. The parting there seems amicable enough, since Warren doesn’t leave (or start at Discovery) until March. Once he starts, though, the cable network is pulling out all the stops. (Update: Warren is also getting big bucks from his former employer. See note below.)

Monday, Jan 9, 2012 at 10:54 am by Sonya Hubbard
Blyth exec departs suddenly, but with big bucks…

We’ve never been fans of those home-based parties, where “friends” invite you over to buy overpriced stuff that you don’t really need. When we read the 8-K that Blyth, Inc. (BTH) – the “home expressions company” that sells products under 9 different brands, including PartyLite® - filed on Jan. 6, it brought to mind one such experience that resulted in a lighter wallet in exchange for a tiny box of candles. Of course, we’re sure that the party hosts aren’t getting rich enough to retire any time soon, but it may be a different story for one of PartyLite’s departing executives.

The 8-K disclosed that Anne M. Butler, who had been serving as the President of PartyLite Worldwide (and a vice president of Blyth), resigned suddenly on December 30, 2011. Although she ceased serving as PartyLite’s top officer that day, something that always makes us think twice about what’s really going on, she agreed to hang around as an employee through January 16, according to the Separation Agreement and Release that was filed as an attachment to the 8-K.

Butler, who has been with PartyLite in one job or another since 1999, is leaving with $1.36 million in separation payments, plus Blyth agreed to accelerate the vesting process on her otherwise-unvested restricted stock units and performance based cash awards. According to the proxy filed in April, 2011, Butler’s unvested equity interests as of January 31, 2011 were worth $436,892. She’s also going to get “certain other benefits” that aren’t spelled out in the 8-K, but which the proxy says could include up to two years of health insurance coverage and, if applicable, up to $50,000 in outplacement assistance expenses (an amount that is higher than most outplacement allowances we’ve seen; however, as stated before, the 8-K doesn’t say whether Butler will get this or not).

Friday, Jan 6, 2012 at 10:48 am by Theo Francis
Another year, another 659,210 filings…

In the political world, it’s primary season, which means a lot of tallying and number-crunching, starting with Tuesday’s squeaker in Iowa. Here at footnoted, with 2011 safely behind us, we’re doing the same, stepping back and looking at the filing landscape from last year with the help of our friends and coworkers at Morningstar Document Research — nee 10-K Wizard, the service we use to search and read slice, dice and crunch public-company filings with the Securities and Exchange Commissions.

And what a year it was. The total number of (public) documents filed with the SEC crept inexorably upward, by a modest 4.4% to 659,210 from 631,200 last year. That’s a lot — an increase of more than 28,000 filings — but still well below the peak of 750,200 in 2007.

As was the case in 2010, about a third of last year’s filings were insider-transaction filings: Forms 3, 4, 5 and the like. Of the rest, nearly one in six was a Form 8-K, those catch-all filings that can mean anything from press-release puffery to the disclosure of impending criminal charges.

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