SEC filings often have unique filings of corporate actions or actions against companies by their shareholders.  Sometimes they are nothing short of very odd.  An obscure filing is one called the “PX14A6G” is meant to go around issues surrounding voting.  Google Inc. (NASDAQ: GOOG) disclosed voluntarily that an asset management firm called NorthStar Asset Management, Inc.

The filing noted, “The Proponent believes that the key issue raised by the proposal is the need for shareholder oversight to address the risks to our company posed by Google’s political contributions to politicians who actively work to enact public policies inconsistent with our Company’s stated values. Contrary to management’s stated position, the Proponent believes that ALL company values must be analyzed before making political contributions reflecting company name…. From the perspective of the Proponent, the core provisions of the proposal are an annual shareholder vote on the company’s political spending and an annual report provided to shareholders that evaluates Management’s intended contributions as compared to the Company’s stated values.”

If you will recall, Google is one of our recent “11 Companies Where Shareholders Have No Power At All” and this is an effort along those lines for at least some change.  The filing shows that NorthStar said as follows:

“Current Company practices involve no shareholder approval.  This lack of oversight increases the risks to shareholder value, because, in the opinion of the Proponent, the Company has a history of making contributions that violate our Company’s stated values. A vote on anticipated political gifts in advance of these contributions will provide shareholders with the opportunity to weigh in on potentially harmful contributions made in company name which impact both company name and shareholder value.”

The filing shows that the following politicians are noted as donation recipients: John Boehner (2006-2011 support); Eric Cantor (2008-2011 support); Bob Goodlatte (2007-2011 support); Darrell Issa (2008-2011 support); Mitch McConnell (2006-2010 support); and Greg Walden (2006-2011 support).  Contributions ranged from $10,000 to $14,000 in the filing.

FULL SEC FILING

As far as what sort of firm NorthStar is, here is its website description: “We work to balance our clients’ social and political concerns with their financial objectives. Since our inception in 1990, one of our primary goals has been to help our clients become comfortable with and empowered by their financial knowledge. Through an educational process, the client and the financial manager examine the financial and social impact of each investment and then take action through investment, divestment, shareholder activism, and strategic charitable giving.”

Under NorthStar’s ‘Activism’ section it notes, “We take a multi-faceted approach to activism, guided by our strong history and your own concerns.”

Unfortunately for NorthStar, Google’s management has total control over these issues and Sergey and Larry are likely to only make a change if the public outcry becomes too large.

JON C. OGG

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