Bill Clough, chief executive of CUI Global, was shocked to learn, out of the blue, that shareholders were voting one of his directors off the board.
Clough was told about this the week before the company — which supplies parts for power and energy companies — was set to hold its annual meeting in 2016. To him, it felt arbitrary, so he called around to his investors to better understand why.
They told him that they were voting off of the recommendation of something called Institutional Shareholder Services, or ISS. That’s the largest and among the oldest of the so-called proxy advisory firms, which make voting recommendations for shareholders on issues like acquisitions, board composition and executive pay.
So Clough called ISS. An analyst there told him that it urged shareholders to vote against one of his directors after Tualatin, Oregon-based CUI Global’s board had changed its bylaws to make it harder for smaller investors to run an activist slate.
But, the analyst told him, if he joins ISS for about $30,000 per year, the firm can help him better navigate these mishaps in the future. He was able to call his investors and get them to change their votes before the meeting, preserving the director for one more year (unlike political elections, shareholders are able to vote as many times as they would like up until the annual meeting).
Clough, who had been a cop for 16 years, said this reminded him of a protection racket, whereby a group uses the threat of violence to provide protection outside the confines of law enforcement. Ultimately, he said, he’ll have to pay for ISS’ protection.
“There’s really no way to fight this,” Clough said. “Ultimately, we will have to join because for us to go through this year after year just doesn’t make sense.”