Friday February 10, 2012

Whole Foods Vote

Some major boardroom appointments and c-suite changes.

The Whole Foods annual meeting held in March was the venue for the first-ever vote on a shareholder proposal for CEO succession planning; the proposal received 30 percent of shareholder votes.

The LIUNA Pension Fund proposal asked the board to adopt CEO succession guide-lines, including developing CEO criteria, identifying potential internal candidates, installing a non-emergency CEO succession plan at least three years before an anticipated transition and producing a CEO succession report for shareholders.

While supporters of the proposal may not have won, they were successful at paving the way for future discussions. “It would not be wise for a board to ignore the expressed wishes of most of the firm’s owners,” says Jeffrey Sonnenfeld, senior associate dean and Lester Crown professor of management practice at the Yale School of Management. “Meanwhile, it would be dysfunctional for a board to declare the details of the firm’s succession plans, but they could share the outline and general progress.”

Companies that have already bypassed the vote and adopted a succession proposal include Northern Trust, Wells Fargo, American Express and Capital One. “We suspect Bank of America will move toward a vote because their responses have fallen way short of making any progress,” says Richard Metcalf, corporate affairs director of LIUNA. “But generally…discussions with companies were very positive and made headway.

“The pace of companies wanting to have a discussion and who are willing to make additional changes has accelerated,” Metcalf says. “The recognition of this [need for more transparency] by companies has grown. It’s likely to remain on the proxy if it’s not adopted or  resolved, because the SEC will not stop it.”

Southwest Airlines appointed Doug Brooks to its board of directors. Brooks is currently chairman and CEO of Brinker International. Brinker owns or franchises 1,700 restaurants across the country.

Paul Raines, COO of GameStop, was recently named to the board of directors of Advance Auto Parts. He will also serve on the board’s finance committee.

Rodney Slater has been named to the Verizon board of directors. He is a former U.S. Transportation Secretary and is currently a partner in the law firm of Patton Boggs in Washington D.C.

Linda Alvarado, a longtime member of Qwest’s board of directors, has stepped down. Alvarado, president and CEO of Denver-based Alvarado Construction, will remain on the board of the Qwest Foundation.

Metlife elected Cheryl W. Grisé as lead director to its board. Grisé succeeds William C. Steere Jr., who is retiring.  Grisé was executive vice president of Northeast Utilities, New England’s largest utility system. She also previously served as CEO of Northeast Utilities’ principal operating subsidiaries.

Billionaire investor Carl Icahn cut his stake in Yahoo, but added shares in biotechnology company Genzyme. Icahn’s stake stood at 12 million shares as of December 31, 2009, compared to 62.9 million shares at the end of September, reports Reuters. Icahn has had a contentious history with the search firm after Yahoo rejected Microsoft’s $47.5 billion offer in 2009. Icahn resigned from Yahoo’s board in  October 2009, after Yahoo signed a 10-year deal with Microsoft.

Financial Planning Standards’ board has appointed Karen Schaeffer as chairperson-elect for 2010. Schaeffer is managing member and co-founder of Schaeffer Financial. FPSB manages, develops and operates certification and education programs for financial-planning organizations around the world.

Kelyniam Global has announced that Dana McMurchy will join its board. McMurchy is the owner and president of Mobile Diagnostic Services based in Tulsa, Oklahoma.

Camber, a provider of cyber security, engineering services and technical solutions, elected Sidney E. Fuchs, president and CEO of OAO Technology Solutions, to its board. Fuchs has been president and CEO of the company since 2007 and in January 2010 led the sale of OAOT to Platinum Equity.

Howard A. Silver, former president and CEO of Equity Inns, was named to the board of directors at Education Realty Trust.

Symantec has added Stephen M. Bennett to its board of directors. Bennett is the former president and CEO of Intuit and spent 23 years in various leadership roles at General Electric. He is on the board of directors at Qualcomm and Sojern. Bennett is the chairman of the board at Nemean Networks.

John Oechsle, formerly an exencutive with Kellogg’s and Johnson & Johnson,  has joined aWhere’s board of directors.  aWhere provides location intelligence software solutions.

Piper Jaffray named Michele Volpi to its board of directors. He is CEO and president of H.B. Fuller. Piper Jaffray is a Minneapolis-based investment bank.

InterDigital has appointed Terry Clontz as chairman of the board of directors. Clontz is North American and European managing director of Singapore Technologies Telemedia.

First Business Financial Services elected Barbara H. Stephens to its board of directors. Stephens is senior vice president of human resources at Bucyrus, a manufacturer of mining equipment.

Costco has promoted Craig Jelinek to president and CEO of the company; he will also join the board of directors.

Conseco has named Charles Murphy to its board of directors. Murphy is a senior vice president and analyst at Paulson & Co.

William D. Anderson has been appointed chairman of the board at MDS, a bioresearch and analytical instrumentation company. Anderson joined the board in 2007.

John T. Casteen, the retiring president of University of Virginia, was elected to Altria’s board of directors.

Predictive Bioscience has added Kim Blickenstaff to its board of directors. Blickenstaff, currently president and CEO of Tandem Diabetes Care, was chairman, CEO and co-founder of Biosite. He has more than 30 years of experience in the   healthcare industry.

Scott Landers, senior vice president, CFO and treasurer of Monotype Imaging, has joined Bridgeline Software’s board of directors. Bridgeline develops web application management software and interactive technology solutions.

Somyos Durongkadej joined the board of directors at Neah Power Systems, a renewable energy company. Durongkadej is a professor and former NASA scientist and engineer.

CA unanimously elected William E. McCracken as CEO. McCracken previously served as executive chairman of the board and will now hold both positions. CA is an IT management software company.

QlikTech, a data analysis software company, elected John Gavin to its board of directors. Gavin is executive vice president and chief financial officer of BladeLogic and is on the board of directors for the ERP and CRM software company. He is also on the board of directors for VistaPrint, where he serves as the audit committee chairman.

CSO of Oxford BioTherapeutics, Mike Gresser, joined Trillium’s board of directors. Trillium is a biopharmaceutical company that develops immune-based biologics.

Hewitt Associates,
a human resources consulting and outsourcing company, named Stacey J. Mobley to its board of directors today. Mobley is currently senior counsel at Dickstein Shapiro. He is also a director at International Paper Company, Wilmington Trust Company and Nuclear Electric Insurance.

W. Ward Carey has been elected to the board of directors for Nocopi Technologies, a company providing solutions for product counterfeiting. Carey spent 45 years on Wall Street and was chairman and chief executive officer of Tucker Anthony.

Four Corners elected Tom Foley to its board of directors. Four Corners is a holding company for subsidiaries focused on the gaming industry. Foley is President of the Foley Law Group and Vice President of Lowry Strategies.

Senior Vice President of Operations for QLogic, Perry Mulligan, joins the Microvision board of directors. Microvision develops ultra-miniature projection display products.

3PAR a utility storage company, appointed Stephen M. Smith to its board of directors. Smith is the president and CEO of Equinix.

Steven Cakebread joined the board of directors at TheLadders.com. Cakebread is the former president and CFO of Salesforce.com. TheLadders.com is an online marketplace for 100+K jobs and 100+K job seekers.

Val John Christensen was elected CEO at EnergySolutions. The appointment follows the resignation of former CEO Steve Creamer. Christensen has been president of the company since 2008.

C4 Waterman elected Bruce Raymond to its board of directors. Raymond spent 20 years as CEO of Quicksilver Garments.

Vitro named Richard Huebner to its board of directors. Huebner is senior managing partner of GVC Capital, a Denver investment bank.

Cubist Pharmaceuticals elected Leon Moulder to its board. Moulder most recently served as vice chairman of Eisai.

Jonathan Kagan joined Bitstream’s board. Kagan is a managing principal of Corporate Partners. Bitstream creates software and applications for the graphic art and mobile communications industries.

QLT named Joseph L. Turner to its board. Turner recently served as the CFO of Myogen. He will serve on the audit and risk committees.

Alamos Gold appointed Paul J. Murphey to its board. Murphey is a partner of PricewaterhouseCoopers.

John F. Crowley was elected chairman of the board at Amicus Therapeutics. Crowley is also CEO of the company.

Hutchinson Technology named Mark Augusti to its board of directors. Augusti is president of Smith & Nephew’s Biologics and Spine Global Business Unit.

Riverbed Technology appointed Mark S. Lewis to its board of directors. Lewis currently serves as president of the content management and archiving division at EMC.

Christopher Wheeler will join the board of directors at GEO. Wheeler recently retired from the Proskauer Rose law firm where he served as a member of the corporate department and was a partner for 20 years.

Ajita Rajendra will join Donaldson’s board of directors. Rajendra is executive vice president of A.O. Smith. Donaldson is a worldwide provider of filtration systems.

David Lindemann, a certified public accountant, joins United States Oil & Gas. Lindemann was president and CEO of Western American Mining. The addition is intended to improve the company’s corporate governance practices.

Linda Clement-Holmes, senior vice president, global diversity and global business services at Procter & Gamble, has been named to Cincinnati Financial’s board of directors. She has been with Procter & Gamble for 27 years.

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