ProxyMatters.com

Wattles Capital Management is getting some free p.r. today, having sent a letter to Circuity City’s board and then disseminating the letter via PRNewswire (to read the letter, click here).

No real news to report here, as Wattles merely reiterates its boilerplate position.  Note to shareholders:  if Wattles leads Circuit City with the same weak effort that Wattles is putting into this proxy fight, Circuit City shareholders will not be better off.  It takes more than letters addressed to the board to win a proxy fight, and it takes more than hindsight to run a company.

Wattles’ slate of 5 directors is still set to compete against Circuit City’s slate at the June 24th annual shareholder meeting.

Shareholders are barking up the tree again in advance of next week’s annual shareholder meeting at Morgan Stanley.

The Wall Street Journal writes a great piece detailing the efforts of CtW Investment Group, the investment arm of labor federation Change to Win.  CtW is urging a “vote no” against three directors:  Chairman/CEO John Mack,  Robert Kidder, and Howard Davies.

For the record, RiskMetrics (formerly ISS) is recommending “vote yes” for the entire slate of Morgan Stanley directors.  Glass Lewis recommends “vote no” on six nominees.  Proxy Governance is advising “vote no” on solely Robert Kidder.

The Wall Street Journal reports that Microsoft is unlikely to raise its offer for Yahoo, causing Yahoo shares to slump in market trading today.

Proxy fight fans must differentiate between “news reporting news” and “news being used for negotiations”.  The WSJ article reads a lot like the latter.

If Yahoo is refusing to budge on their position (be it $38/share, $40/share, no sale, etc.), this release of information by Microsoft is intended to coerce Yahoo into bending toward Microsoft’s demands (be it a sweetened bid up to $32/share, $34/share, etc.).

Microsoft could likely win a proxy fight vs. Yahoo for very little cost.  But it might risk alienating Yahoo employees (i.e., mental assets) in the process.  Thus, talks are likely to continue.

For those who might not read techie blogs, our friends at TechCrunch are predicting a $34/share deal for Yahoo.

In an excellent piece, TC claims that Microsoft and Yahoo are being quiet only publicly, having been in clandestine talks for some time.

You know that you’re into something sexy when PBS comes knocking.

A week ago, PBS’s Nightly Business Report presented a quick snapshot of this year’s proxy season and some of its key players.

“Trouble at the Top: Proxy Fights 2008″ (click here) includes comments from AFSCME’s Richard Ferlauto.

“Roundtable Review of Corporate Governance” (click here), “Trouble at the Top: Shareholder Rights” with comments from Nell Minow (click here), and “One on One with Carl Icahn” (click here) serve as quick primary reads as well.

The money quote from the Icahn interview…

“I can go into any company, almost any company and I’m not a manager and I say this at the risk of being immodest, and I can knock 30 percent off costs because there’s so much waste and the CEO is out there playing golf. And I used to say the only time you get him off the golf course is when I file a 13-D.”

Look up ”corporate gadfly” in the dictionary, and you’ll find Evelyn Y. Davis.

Click here to view this video gem, CNBC’s annual interview with the Queen of Annual Meetings.  A must see for all.

In an apparent move to assuage dissident shareholder Carl Icahn, Motorola announced that it would spin off its troubled mobile cell phone business, effectively splitting Motorola into two publicly traded companies.

Icahn stills believes that Motorola is moving too slow and has vowed that he will continue his proxy fight for four board seats.  As Seeking Alpha reports…

“What Icahn wants to know is:  Why will it take until “sometime in 2009″? Why do you only listen to threats? And will you keep your word?”

For further coverage, click here for The Wall Street Journal and here for Reuters.

Take-Two recommended that its shareholders reject Electronic Arts’ $26/share purchase, with Take-Two chairman Strauss Zelnick citing…

“With one of the strongest portfolios of intellectual property in our business, a superb creative and business team, and a revitalization plan that is beginning to deliver results, Take-Two is uniquely positioned to create stockholder value in an industry that is enjoying the highest growth rates of any entertainment medium.”

Unfortunately for Take-Two’s Zelnick, the public equity market is a great judge of value.  And the equity market says your company doesn’t have a strong portfolio, doesn’t have a superb team, doesn’t have a revitalization plan, and isn’t in position to create value.

Yes, that line about high industry growth rate is true.  But this makes Take-Two’s underperformance and lagging stock price even more glaring.

How does Take-Two plan to create this shareholder value?  By recently adopting a poison pill.  Of course!  That’s the first step for all great companies looking grow.

By every indication, this is developing into a fierce proxy contest, with investment banks, legal counsel, and proxy agents already having lined up on both sides.  Stay tuned.

Great post at Docu-drama, outlining the shareholder proposals set forth in Google’s proxy statement.

Once again, Google decided that it likes being “big business”, as opposed to “good business”.  So much for mottos.

$240 billion pension fund giant CalPERS is shaking the ground at five companies, adding them to CalPERS’ Focus List of unperforming companies:

• Cheesecake Factory
• Hilb Rogal & Hobbs
• Invacare
• La-Z-Boy
• Standard Pacific

Corporate governance complaints at these companies include staggered boards, restraints on shareholder voting, and unfriendly bylaws.

To read the startled reactions from these named companies as reported by Bloomberg, click here.