text:
The Big Think
That Ain't Right
Filed under: Science — jasony @ 10:19 pm
Check out this cool mirror:
Notice anything weird? It's not just that it's reflecting the image from the book 90 degrees off, but it's that the words are read left-to-right. Like I said. That just ain't right.
For more neato mirrors, go here.
Yeah, but Can You Hear Me NOW?
Filed under: Audio,Science — jasony @ 12:17 pm
Scientists create an acoustic black hole using a Bose Einstein condensate.
I do so love being a geek.
Filed under: Movies — jasony @ 12:16 pm
Futurama is coming back!
Call Fire the Nanny
Filed under: Politics — jasony @ 8:35 am
I lament how today's America is far less free than the country of my youth. Replacing it is not a 1984ish totalitarian dictatorship, but what Alexis de Tocqueville called the 'soft tyranny' of what Mark Levin sees as a 21st century 'nanny state'. We so feared a Stalin or Hitler that we ignored endless assaults on our liberty by idealistic home-grown statists and the seductive narcotic of ever more government goodies buying our acquiescence. What makes Americans' surrender to statism so shameful is that we freely chose this course in direct contravention of our founding principles.
Almost half of all U.S. income is taxed today which means we have lost about half our economic freedom. With record government spending and soaring debt, we are set to lose a lot more. And to think the Boston Tea Party was waged over a three-cent-a-pound tax on tea. Government regulations on business cost us well over $1 trillion a year in higher consumer prices, and there are exactly 26,911 government words policing the sale of a head of cabbage.
In recent years, obsessive-compulsive environmental regulations halted a Massachusetts town from using fireworks on Independence Day since an 'endangered' bird's nest was found near it. News flash: on July 4 we celebrate independence from a tyrannical government. Yet George III never taxed, regulated, or policed us remotely as much as Washington, D.C. does today. U.S. House Speaker Nancy Pelosi says "Every aspect of our lives must be subjected to an inventory".
Everywhere rules and paperwork mushroom as nit-picking bureaucrats grow in numbers and power. As a buddy bemoaned, the increasingly shrill message of the establishment is "Sit down – and shut up". No wonder so many Americans feel frustrated and impotent.
GM Woes
Just 42% of current owners likely to buy a GM product again. Count me as one of them, Count me as one of the abstainers! (sorry about that, I got muddled while typing and only caught it just now). I currently own a Chevy S10 (1992 vintage) but will be replacing it with a Toyota Tacoma. Why? Partly because of the Taco's good repair history, and partly because I don't know if GM will even be around for the 10-15 years that I hope to own the car. Why would I spend thousands of dollars on a product if I didn't think the company would be around over the life of the product to support it? I'm not alone.
And here's the kicker. I could get a similar GM-made replacement to the Tacoma for several thousand dollars less than what I'll be shelling out. So in this case voting with my dollars is costing me more, but I'm still doing it. I predict that the US government will continue to dump billions of taxpayer dollars into revivifying GM (the "sunk cost" fallacy) only to ultimately pull the plug.
Your government at work!
This seems like good news.
Quoth
Filed under: Quoth — jasony @ 9:56 pm
Freedom is a terrible gift, and the theory behind all dictatorships is that "the people" do not want freedom. They want bread and circuses. They want workman's compensation and fringe benefits and TV. Give up your free will, give up your freedom to make choices, listen to the expert, and you will have three cars in your garage, steak on the table, and you will no longer have to suffer the agony of choice.
Madeline L'Engle, Walking on Water, p103
h/t Sean
King Gandalf
Filed under: Uncategorized — jasony @ 9:08 pm
Ian Mckellan plays King Lear. And you can watch the whole thing online!
Don't miss the interview with Sir Ian himself, especially don't miss MILK LIVERED MAN!
Interview with The Man
Filed under: Maker,Science — jasony @ 8:28 pm
PopSci interviews Dean Kamen.
"I take vacations all the time," he says. "Vacations from the Slingshot to work on the Stirling, vacations from the Stirling to work on the prosthetic arm, vacations from any of that for FIRST. But if you mean going to some island and lying on the beach all day doing nothing, no, I have never done that. If you could point to one thing I'm working on that is not so important that I can spare to waste a week, well then, I'll go on vacation. But you see, those are the projects that I've already given up. What's left — these are too important to waste even a minute."
Time. It's the only thing Kamen fears running out of. It's why he can't take a day off. It's why he can't stop working until he is too exhausted to think. It's why, only in the wee hours of the night, after too much wine and too little sleep, will Kamen the preacher, the salesman, the uncompromising moralist finally take a vacation from the hard sell. In the comfort of his hexagonal wine cellar, with its redwood panels and thousands of aging vintages, Kamen turns into an ordinary man, with fears unconquered and dreams unrealized and an almost obsessive awareness of his own mortality, heightened by the recent loss of his father to cancer.
"Other people have peace because I think maybe they just don't think about it — the ticking clock. But it's always there with me. I know that I have this finite amount of time, and there's so much to do, so much in this world that needs fixing," he says. "What if I don't have time to finish all this before . . ." The London Symphony (playing the Moody Blues) fills the silence of a long pause. "I can't cheat death," he says finally. He begins to talk with his hands. "I'm not a religious man," Kamen says, "but I have a kind of faith. Faith that these kids will be able to finish what we've started."
Kamen has no trouble justifying his relentlessness. Every spring, he sees the thousands of kids massing at Atlanta's Georgia Dome, home to the FIRST championships, and thinks, One of these kids is going to cure cancer someday. "We're playing with the laws of large numbers here," he says. "You've got to look at the probability of outcomes." In fact, the formula is pretty simple: The more problem-solvers you have, the more problems they will solve.
Read the whole interview with the guy who Sean jokingly calls my man-crush.
Your Hooray! Zone
Filed under: Education — jasony @ 8:15 pm
Lifehacker on finding the work that you love.
Weirdly Interesting
Filed under: Humor and Fun — jasony @ 7:03 pm
School lunches from around the world.
Mad Scientist Extraordinaire
Filed under: Education,Mad Science,Politics,Science — jasony @ 8:32 pm
Theo Grey, on why dangerous science at home may be the savior of science education.
Sports, especially at the high school level, are extremely dangerous. So many children are injured on a regular basis that you don't even hear about it. Many of these injuries are relatively minor, just a broken bone or perhaps a torn ligament that puts the child in a cast for a few months. But a substantial number cause permanent disability and death.
This carnage could easily be avoided by switching to video football. Graphics are very realistic these days; students could study tackles from all angles in complete safety. Gymnastics students could do their routines on a Wii Fit board, and video screens are readily available for exercise bicycles, eliminating open-road bicycle riding, a major killer of children.
You know I'm kidding. No one can seriously deny the value of actual physical education and exercise, and unfortunately, no matter how safe you try to make it, accidents, including bad accidents, happen. That's part of life.
But this is precisely what has happened to science education. Precisely. Virtually all experiments involving chemicals more dangerous that cabbage juice have been eliminated from the curriculum. And, yes, they have been replaced by elaborate video simulations that let you choose which of two beakers to mix together, then show you what happens.
This is all very safe, but there is a price to pay: death and misery for millions. And this time I'm not kidding. We have turned science, which should be the most exciting, the most engaging, the most relevant hour of the school day, into a deathly boring series of lectures and video games. Is it any wonder kids would rather become accountants, when chartered accountancy is made to seem like a more exciting profession than science?
When students enter a science classroom, they should see things they cannot imagine in their wildest dreams.
Filed under: Mad Science — jasony @ 8:13 pm
Solid mercury castings. Cool! Literally.
Filed under: Current Reading — jasony @ 12:15 am
Watchmen. Just finished it tonight. Finally I can watch the trailers for the movie.
Sam Maloof, 1916-2009
Filed under: Woodworking — jasony @ 9:07 am
Master Woodworker Sam Maloof passes away. Rob Johnstone has a remembrance.
Reason Enough to Own a Pond
Just to have this sculpture.
Filed under: Science — jasony @ 7:16 am
Six beautiful cloud pictures.
After years of being frustrated with my finishes on my woodworking projects, I finally broke down and bought an HVLP spray gun. HVLP stands for "high volume, low pressure" and, while it looks like a standard automotive spray gun, these things put out far less paint while doing so at a very low pressure. the result is more like a re-loadable spray paint can that can spray whatever can be thinned to a water-consistency (dye, stain, finish, etc). Automotive guns put out much more paint and you have to deal with a lot more over spray and paint-bounceback.
The gun only cost me $25 at Woodcraft after a coupon. They've come down significantly in the past few years (several years ago I went to a woodworking show in Houston and saw guns there for several hundred dollars. All hail globalization!). It's probably not the highest quality gun (the paint can is plastic), but it'll do the job for me. Works nice with the big air compressor I inherited from Erin's uncle when he passed away a few years ago.
I just tried out the gun to spray a shellac/denatured alcohol topcoat on Erin's file cabinet and I'm reasonably happy with the results. I had to mess with the pressure and other adjustment knobs to get a decent finish, and even now it's slightly splattery (very fine splats of finish). I think they'll sand out as I do further coats. I imagine I'll get better as I do more of this.
It'll be nice to not have to hand-finish everything from now on. I could have definitely used this gun on the entertainment center. That was a huge finishing job that took weeks.
Take the High Road
Filed under: Hobbies — jasony @ 6:01 am
Hiking across Scotland. With pictures. And sheep!
Up to our Ears
The national debt reaches $668,621 per household.
(hey, look, I can link!)
Coming Soon to a Health Care System Near You
Just A Million Eggs Broken
Bandwidth Speed
Mac OS X Crashes
Mac OS X Problems
Space/Astronomy
Studio Construction
The R2 Project
Adam Creighton
Austin Film Casting
Austin Film Society
Austin Studios
Cinema Audio Society
Invisible Strings Music and Audio
Just Another Pretty Farce
Mopac Media
Patrick and Lydia
Texas Film Commission
theindernet
2004 Colorado Trip


text:
#MovementMakerTribe
#MovementMakerTV
#MovementMaker – The Podcast
Bee the Change You Want to See
Home/Firestarters & Movement Makers/Women to Watch/Bee the Change You Want to See
By: Katie Goldstein, #MovementMakerTribe Intern & LSU Student
As an intern for Terri, I have had the opportunity to interview Bee Nguyen, a state representative in my home state of Georgia. Representative Bee Nguyen represents Georgia's House of Representatives for District 89. She founded the nonprofit Athena's Warehouse in 2009, and in 2015 she became involved in politics and joined the Georgia Women's Policy Institute.
The importance of family
As one of five daughters born to immigrants who fled Vietnam in the early 1970's, Nguyen says her parents ingrained in her the idea of family from the start, highlighting the importance of sacrifice and empathy for others. These concepts help her navigate the political climate in the Georgia House of Representatives every day.
When asked about her role models, Nguyen was quick to talk about her parents. In the middle of the Vietnam War, her mother facilitated her family's escape to America. Prior to coming to America, Nguyen's father was held as a prisoner of war for three years. His first job in the United States was working in a mental institution making minimum wage. At night he would come home and study on a cardboard box. He earned his engineering degree in two and a half years. Nguyen said that her mother has always been the one to put everyone else's needs before her own, and her father was determined to be a driving force towards a brighter future for his family.
Nguyen said that her parents never encouraged her to engage civically. Her parents always taught her that education was the key to breaking out of poverty. Nguyen says she was just drawn to a different pathway. "You could tell that they [her parents] were still suffering from a lot of trauma they experienced. They fled conflict and war and they were largely silent all of their lives," Nguyen said. "They fled from a government that didn't allow them to participate, and I felt like I needed to put that energy into empowering other people because I didn't know how to support my parents."
Athena's Warehouse
Nguyen says that when she founded her non-profit organization, Athena's Warehouse, it was a relatively simple concept. The organization would provide young women with prom dresses in exchange for three hours of community service. Since its founding, Athena's Warehouse has grown into a variety of after school programing that focus on life skills and building self-esteem. Nguyen says that the most important thing about Athena's Warehouse is that it provides a safe space for young women to grow and learn about self-empowerment.
The service projects pair high school girls with professional women. This is to expose the girls to role models and mentors and to show them the possibilities of what they can become when influential and strong women invest in them. Nguyen says the goal is to show the girls a strong female role model instead of a princess waiting to be rescued, giving them the confidence to fight their own battles and lead their own way.
Bee's political origin
When asked about why she decided to become more involved in local government, Nguyen said that the root of a lot of the problems she was seeing at Athena's Warehouse were policy decisions. "Everything is an extension of itself. I was working with 75 girls a year, but the reality is that there are so many more girls in the same position, and you can only change it through the decisions that we make with policy," Nguyen said.
In 2015, Nguyen joined the Georgia Women's Policy Institute that teaches women how to pass legislation. Through the program, Nguyen worked on a bill titled Pursuing Justice for Rape Victims. The bill worked to clear the backlog of rape kits that exist in Georgia.
"I was at the general assembly talking to lawmakers and I was with sexual assault survivors. When we were talking to the lawmakers, we were talking to almost all white men who didn't know how to talk about the topic and they had never talked to survivors so directly before," Nguyen said. "It made me realize we really need more women at the capitol."
Passion for public service
"I view everything that I've been doing as a natural evolution. It just seemed like the next logical step of needing to step up and getting more involved," Nguyen said. Growing up, Nguyen said she never anticipated herself going into politics. Nguyen said part of the reason for that is that she never saw herself represented as a woman or as an Asian-American.
"I think that young people need to see themselves reflected and it gives them the ideas of what they could be when they grow up," Nguyen said. "When you're not exposed to that, when you don't get to see it with your own eyes, it is hard to imagine you could be in that position one day."
When asked about the issues that were most important to her as a lawmaker, Nguyen highlighted prison reform, sexual assault, and domestic violence. Nguyen also stated that issues that feel personal to her are education as well as immigration policy. Being a daughter of immigrants has made these political issue very personal to her. Nguyen says that there have been times when people have said to her (concerning immigration), "Well your parents did it the right way." Nguyen says she finds that sentiment particularly inaccurate and offensive. Her parents left their country in the middle of the night, which was illegal.
"They went out into the middle of the sea on a small boat," Nguyen said. "A Thai fisherman found them. The fisherman took all 30 people on that boat onto his fishing vessel, which was also illegal. Those were the decisions people made along the way because they felt that humanity and what was right was more important than what we define as legal and illegal."
Nguyen talked about the association between immigration and for-profit prisons. In Georgia there are three for-profit detention centers. Nguyen is working to shed more light on the interwoven relationship between these two issues. She believes it is an issue that can be worked on in the city of Atlanta, Georgia and nationally.
"We [the government] literally get paid for the amount of people that are being held. When you create a for-profit prison system, you are essentially selling people's lives for money. In those detention centers we know the conditions are horrendous and the practices are inhumane. There is no accountability," Nguyen said.
Nguyen's current state of affairs
Nguyen currently sits on the Georgia House of Representatives Education Committee and she touts education as being one of the issues she is most passionate about. As part of Athena's Warehouse, Nguyen has spent a lot of time in under resourced public schools, and she has seen first-hand how it impacts the children who attend them.
Nguyen was elected to office around a year before the 2016 presidential election. Nguyen states that since the election she has seen an increase in participation in government locally and nationally.
"I do think that perhaps this is a moment in time that people are beginning to understand that local matters and state matters," Nguyen said.
Recently on his show, Sacha Baron Cohen talked to now former Georgia State Representative Jason Spencer. On the show Spencer made several disparaging remarks and actions which led to his resignation. Nguyen sat two seats down from him and talked to him every morning.
"In this case it was hard for me to see him act like that knowing that every single day for almost four months the two people that he talked to in the morning in the general assembly were an Asian woman and a black woman, and for some reason he was able to still have these attitudes so incredibly vocally and unapologetically," Nguyen said.
Nguyen also says that she tries to talk to everybody and understand that there are some issues that they will agree on and some that they will not agree on, stressing the importance of people being heard and respected. She also feels it is important to talk about politics as a gray area.
Bee's advice
Nguyen's first legislative session was hard for her to get used to. She said it was like highschool. She compares the committees to classrooms, describing how she needed to figure out how to be most effective and impactful in those spaces.
"The biggest lesson I learned was not to be beholden to my fear because I think so often that if we give into our fears we start to give in to our principles," Nguyen said.
Nguyen's advice to someone who wants to be more involved in local government, national government or just their community would be simple. "Whatever you do should make sense for what you do, who you are, what you care about, and what you're passionate about, because that is the thing that is going to keep you continually involved. Sometimes you might not know, and you might have to push yourself out of your comfort zone, but I think that there is a space for everybody."
More about the Author: Katie Goldstein is a Sophomore at Louisiana State University in Baton Rouge, Louisiana. Hailing from the Atlanta area, Katie says she had a fan girl moment when interviewing Representative Nguyen. For Katie she's always heard about passing laws from her local news, but this time she was able to hear it from the source herself. Goldstein is studying Political Communications at LSU's Manship School with hopes of working in the policy arena upon graduation. She currently is Vice President of the LSU Public Relations Student Society of America and is proud member of the #MovementMakerTribe.
Disclaimer: This blog is non-partisan. The views reflected in this article do not necessarily reflect the views of myself or Terri Broussard Williams.
Copyright (c) 2018 Williams Strategies, LLC. All rights reserved.
By Terri Broussard Williams|2018-09-03T11:10:51+00:00September 3rd, 2018|
About the Author: Terri Broussard Williams
Terri Broussard Williams believes leaders turn moments into movements. In just four decades on earth, Terri counts the following moments as movements that she's been a part of, championed or accepted as her own. Each has defined her as a leader. Join Terri and become part of the #MovementMaker Tribe!
Firestarters & Movement Makers
Firestarters to Follow
Noteworthy Movements
Life Lessons & Inspiration
Diversity, Inclusion & Equity
Policy, Lobbying & Advocacy
© Terri Broussard Williams | All Rights Reserved.
Designed By Wish SEO | Maintained By ShiftCreatives Digital
Terri Broussard
MOVEMENT MAKER
Sign up for my newsletter and stay up to date on the latest information. You'll also receive a FREE Movementmaker Worksheet for signing up!
GET YOUR FREE MOVEMENTMAKER WORKSHEET!
As a special thank you for signing up you are being redirected to my Movement Maker worksheet!

redpajama_set_name: RedPajamaCommonCrawl


So Delicious Dairy Free introduced three new So Delicious Almond Milks with Cashew. The beverages have seven ingredients or fewer such as vanilla extract and responsibly sourced coconut sugar. Their products are Non-GMO Project Verified, Certified Vegan, Certified Organic, and 50 calories or less per serving. Flavors include vanilla, unsweetened, and original.


text:
Q: jest js in vue/nuxt3 does not work, jest unexpected token issue I want to test a component for my vue nuxt3 project and i got error when i test with js. The problem is,
> test
> jest
FAIL  __tests__/test.js
● Test suite failed to run

Jest encountered an unexpected token

Jest failed to parse a file. This happens e.g. when your code or its dependencies use non-standard JavaScript syntax, or when Jest is not configured to support such syntax.

Out of the box Jest supports Babel, which will be used to transform your files into valid JS based on your Babel configuration.

By default "node_modules" folder is ignored by transformers.

Here's what you can do:
 • If you are trying to use ECMAScript Modules, see https://jestjs.io/docs/ecmascript-modules for how to enable it.
 • If you are trying to use TypeScript, see https://jestjs.io/docs/getting-started#using-typescript
 • To have some of your "node_modules" files transformed, you can specify a custom "transformIgnorePatterns" in your config.
 • If you need a custom transformation specify a "transform" option in your config.
 • If you simply want to mock your non-JS modules (e.g. binary assets) you can stub them out with the "moduleNameMapper" config option.

You'll find more details and examples of these config options in the docs:
https://jestjs.io/docs/configuration
For information about custom transformations, see:
https://jestjs.io/docs/code-transformation

Details:

C:\Users\Emirhan\Desktop\Emir\amazon-backend\__tests__\test.js:1
({"Object.<anonymous>":function(module,exports,require,__dirname,__filename,jest){import { mount } from '@vue/test-utils';
                                                                                ^^^^^^

SyntaxError: Cannot use import statement outside a module

  at Runtime.createScriptFromCode (node_modules/jest-cli/node_modules/jest-runtime/build/index.js:1598:14)

Test Suites: 1 failed, 1 total
Tests:       0 total
Snapshots:   0 total
Time:        1.104 s
Ran all test suites.
when i , npm run test. it does not work.
Here is jest.config.js
module.exports = {
preset: '@vue/cli-plugin-unit-jest',
testEnvironment: 'jsdom'

}
Here my test.js,
import {mount} from '@vue/test-utils';
import MainSignUp from '@/components/MainSignUp.vue';
describe('SignUp component unit test: ', () => {
test('renders task 111', () => {
    const wrapper = mount(MainSignUp, {
        propsData: {
            user: {name:"user 123",
                    completed:false
                  }
        }
    });
    expect(wrapper.isVueInstance()).toBeTruthy();
});
test('renders task 222', () => {
    const wrapper = mount(MainSignUp, {
        propsData: {
            user: {name:"user 321321312",
                    completed:false
                  }
        }
    });
    expect(wrapper.isVueInstance()).toBeTruthy();
});
});

And here is my package.json file,
{
"private": true,
"scripts": {
"build": "nuxt build",
"dev": "nuxt dev",
"test": "jest",
"generate": "nuxt generate",
"preview": "nuxt preview",
"postinstall": "nuxt prepare"
},
"devDependencies": {
"@vue/vue3-jest": "28",
"jest": "^29.4.1",
"jest-environment-jsdom": "^29.4.1",
"nuxt": "^3.1.0",
"vue3-jest": "^27.0.0-alpha.1"
},
"dependencies": {
"@nozomuikuta/h3-cors": "^0.2.0",
"@nuxtjs/vuetify": "^1.12.3",
"@pinia/nuxt": "^0.4.6",
"@vue/cli-plugin-unit-jest": "^5.0.8",
"@vue/test-utils": "^2.2.8",
"axios": "^1.2.6",
"body-parser": "^1.20.1",
"express": "^4.18.2",
"firebase": "^9.16.0",
"nuxt-vuefire": "^0.1.5",
"pinia": "^2.0.29",
"sass": "^1.57.1",
"vuefire": "^3.0.1",
"vuetify": "^3.1.2"
},
"overrides": {
   "vue": "latest"
}
}

I can not solve this issue. What can i do ?

redpajama_set_name: RedPajamaStackExchange


text:
Heads Up for the 2020 Proxy Season: Tackle Director Vulnerabilities
Kaitlin Descovich, Howard Dicker, Lyuba Goltser, Evan Mendelsohn
Weil, Gotshal & Manges LLP
Taking stock of director vulnerabilities in elections is a critical component of preparing for the annual meeting, proxy statement and shareholder engagement in 2020. In 2019, shareholder support in director elections fell to its lowest level since 2011. Institutional Shareholder Services (ISS) recommended voting against or withholding from individual directors over 3,000 times at Russell 3000 companies in 2019. ISS recently released updates to its proxy voting policies for the 2020 proxy season, which will apply to shareholder meetings held on or after February 1, 2020, including new and updated policies that may further impact director elections. Companies should familiarize themselves with the updated voting policies of ISS and Glass Lewis, and in particular, policies that continue to put a spotlight on directors.
In this Alert, we summarize this year's ISS voting policy updates, which are largely consistent with the changes that ISS proposed in October, and mostly refine or codify existing ISS policies. We summarize in Annex A the broad range of circumstances in which ISS indicates that it may issue a negative recommendation against individual directors, committee members, or the entire board. We also provide guidance and practical tips on "What to Do Now?"
Please see full Alert below for more information.
From the Public Company Advisory Group of Weil, Gotshal & Manges LLP Weil, Gotshal & Manges LLP December 12, 2019 Heads Up for the 2020 Proxy Season: Tackle Director Vulnerabilities By Lyuba Goltser, Kaitlin Descovich, Evan Mendelsohn & Howard Dicker Taking stock of director vulnerabilities in elections is a critical component of preparing for the annual meeting, proxy statement and shareholder engagement in 2020. In 2019, shareholder support in director elections fell to its lowest level since 2011. Institutional Shareholder Services (ISS) recommended voting against or withholding from individual directors over 3,000 times at Russell 3000 companies in 2019. ISS recently released updates to its proxy voting policies for the 2020 proxy season, which will apply to shareholder meetings held on or after February 1, 2020, including new and updated policies that may further impact director elections. Companies should familiarize themselves with the updated voting policies of ISS and Glass Lewis (summarized here), and in particular, policies that continue to put a spotlight on directors. In this Alert, we summarize this year's ISS voting policy updates, available here, which are largely consistent with the changes that ISS proposed in October, previously discussed here, and mostly refine or codify existing ISS policies. We summarize in Annex A the broad range of circumstances in which ISS indicates that it may issue a negative recommendation against individual directors, committee members, or the entire board. We also provide guidance and practical tips on "What to Do Now?" Governance & Securities Weil, Gotshal & Manges LLP December 12, 2019 2 ISS'S 2020 POLICY UPDATES 2020 Policy Updates Affecting Director Elections Board Gender Diversity (Effective/Revised). Effective for meetings held on or after February 1, 2020, absent a firm commitment to achieve gender diversity within a year, ISS will recommend against the election of the nominating committee chair (or other directors responsible for the nomination process on a case-by-case basis) at Russell 3000 or S&P 1500 companies where there are no women on the board. ISS clarified that such a commitment will only be a mitigating factor for 2020, not beyond. Boards with no women nominees in 2020, but that had a female director in the prior year, will also need to acknowledge in their proxy statements the current lack of a gender-diverse board and provide a firm commitment to re-achieving board gender diversity by the following year. According to ISS, a "firm commitment" is a plan disclosed in the company's proxy statement, with measurable goals, outlining the way in which the board will achieve gender diversity. Exceptions for "New Nominees" (Revised). ISS has clarified how it considers exemptions for a "new nominee" when determining whether such person should be held responsible for governance issues that ISS views as problematic. ISS defines "new nominees" as those that are being presented for election by shareholders for the first time (and therefore could include persons that have been serving as directors for years prior to a company's IPO or for a couple of years as part of a classified board). Under the clarified policy, only a subset of new nominees – those who have served on the board for less than one year – are eligible to be evaluated on a case-by-case basis, where ISS may recommend a vote for (or not recommend a vote against) the new nominee depending on the timing of such person's appointment to the board and the problematic governance issue in question. Similarly, ISS also revised its policy on poor board attendance to allow exceptions to its voting policy to apply only to "nominees who served only part of the fiscal year." Problematic Governance at Newly-Public Companies. Consistent with its proposed policy updates and as described below, ISS has revised certain policies related to newly-public company governance by creating two distinct policies to (1) address multi-class capital structures with disparate voting rights and (2) clarify ISS's current policy regarding charter and bylaw provisions that it considers "adverse to shareholder rights." ISS identifies "newly-public companies" as generally including companies that emerge from bankruptcy, spin-offs, direct listings and those that complete a traditional initial public offering. Problematic Capital Structures (New). Citing an increasing number of newly-listed companies that have multi-class capital structures, ISS has adopted a new policy pursuant to which it will generally recommend against or withhold from the entire board if, a newly-public company implemented a multi-class capital structure in which the classes have unequal voting rights without subjecting the multi-class capital structure to a "reasonable" time-based sunset. The reasonableness of a time-based sunset period will be based on the company's maturity, its post-offering ownership structure and the board's disclosed rationale for the sunset period selected. However, a sunset period of more than seven years from the date of the public offering will never be considered reasonable. Problematic Governance Structure (Revised). ISS will generally recommend against or withhold from individual directors, members of the governance committee or the full board if the newly-public company adopted charter and bylaw provisions (1) requiring a supermajority vote to amend a company's bylaws or charter, (2) providing for a classified board structure, or (3) including "other egregious provisions." ISS will consider a reasonable sunset of seven years or less as a mitigating factor. Restrictions on Shareholders' Rights (Revised). ISS's policy is that it will recommend against the election of members of the governance committee if the company's governance documents impose "undue restrictions" on shareholders' ability to amend the company's bylaws, such as outright prohibitions on the submission of Governance & Securities Weil, Gotshal & Manges LLP December 12, 2019 3 binding shareholder proposals, or share ownership requirements or time holding requirements in excess of SEC Rule 14a-8. ISS has added to its list of undue restrictions, "subject matter restrictions" such as prohibitions on shareholders' ability to amend the bylaw provision that allows shareholders to amend the bylaws. ISS has also updated its policy to provide that it will recommend that shareholders vote against or withhold from the election of members of the governance committee until the company either (a) provides shareholders an unfettered ability to amend the bylaws or (b) submits to a shareholder vote a proposal providing for such unfettered right. Excessive Director Compensation. In 2019, ISS began noting whether it viewed non-employee director compensation to be excessive. For meetings held on or after February 1, 2020, ISS will recommend against members of the board committee responsible for approving or setting non-employee director compensation if there is a pattern (i.e., two or more years) of awarding excessive non-employee director compensation without disclosing a compelling rationale or other mitigating factors. Other Policy Updates Independent Board Chair Shareholder Proposals (Revised). Generally, ISS's policy is that it will recommend in favor of a shareholder proposal requiring that the company establish an independent chair. Independent board chair shareholder proposals are among the most common type of shareholder proposal every year. ISS has identified six factors to which it will give "substantial weight" and which will increase the likelihood that ISS will recommend in favor of a shareholder proposal requiring an independent chair: ● A majority non-independent board and/or the presence of non-independent directors on key board committees; ● A weak or poorly-defined lead independent director role that fails to serve as an appropriate counterbalance to a combined CEO/Chair role; ● The presence of an executive or non-independent chair in addition to the CEO; a recent recombination of the role of CEO and chair; and/or departure from a structure with an independent chair; ● Evidence that the board has failed to oversee and address material risks facing the company; ● A material governance failure, particularly if the board has failed to adequately respond to shareholder concerns or if the board has materially diminished shareholder rights; or ● Evidence that the board has failed to intervene when management's interests are contrary to shareholders' interests. Notably, ISS has eliminated from its guidelines the consideration of one-, three- and five-year performance as a mitigating factor, which suggests that good performance will no longer factor into ISS's recommendation on independent chair proposals. Evergreen Provision in Equity Compensation Plans (Revised). ISS has added evergreen provisions (automatic share replenishment) to the list of features that it will consider an egregious "overriding factor" that would trigger a negative recommendation on an equity compensation plan proposal. The other features considered egregious by ISS include liberal change-of-control definitions, plans that permit repricing or cash buyout of underwater options without shareholder approval, plans that are a vehicle for problematic pay practices or a significant pay-for-performance disconnect, and plans that are excessively dilutive to shareholders' holdings. ISS indicates that the Tax Cuts and Jobs Act of 2017 has resulted in a significant drop in the number of equity plans brought to a shareholder vote (27% year-over-year drop from 2017 to 2018), thereby creating a risk that evergreen plans will circumvent regular shareholder re-approval of equity plans within reasonable time periods and perpetuate plans with shareholder unfriendly features. Governance & Securities Weil, Gotshal & Manges LLP December 12, 2019 4 EVA Metrics for "Financial Performance Assessment" Screen (Revised). Starting for meetings held on or after February 1, 2020, ISS will apply the "Economic Value Added" (EVA) metrics in its pay-for-performance model's secondary "Financial Performance Assessment" (FPA) screen. ISS indicated that more detail on the EVA metrics will be included in the updated "Pay-for-Performance Mechanics" whitepaper when it becomes available in December 2019. Pay for Performance Evaluation (Revised). ISS has confirmed that it will incorporate the use of Economic Value Added (EVA) metrics into its pay-for-performance evaluation model as a part of the model's secondary Financial Performance Assessment (FPA) screen starting for meetings held on or after February 1, 2020. ISS applies its pay-for-performance model to consider CEO pay and company performance. The secondary FPA screen is applied generally to (a) companies with an overall medium level of concern or (b) companies with an overall low concern with one measure bordering on medium. Starting in 2020, ISS will substitute EVA measures for GAAP measures in the FPA screen. E&S Factors in ISS QualityScore. In addition to the new and revised ISS policy updates, companies should be aware that ISS updated its QualityScore Report to add to new Compensation/Remuneration factors that evaluate whether companies disclose an Environmental & Social (E&S) performance measure for their short-term and long-term incentive plans for executives. QualityScore reports will also include a new Shareholder Rights factor that identifies the highest level of vote support for an E&S shareholder resolution at the company's most recent annual meeting. These new E&S-related factors will initially be provided only for informational purposes and will not impact a company's QualityScore during the first year. Share Repurchase Programs (Revised). A shareholder vote is required for certain U.S. financial institutions and U.S.-listed foreign companies to implement share buybacks. Given that most U.S. companies implement share buyback programs through board resolutions and do not seek shareholder approval, ISS revised its policy to give boards of U.S. and foreign-incorporated companies listed in the U.S. more flexibility. Accordingly, ISS will support management proposals granting the board authority to conduct open-market share repurchases in the absence of company-specific concerns relating to greenmail, the use of buybacks to inappropriately manipulate incentive compensation metrics, threats to the company's long-term viability or other company- specific factors as warranted. ISS also clarified that it would recommend voting in favor of proposals to repurchase shares directly from specified shareholders on a case-by-case basis, balancing the stated rationale against the possibility for the repurchase authority to be misused. Diversity – Pay Gap (Revised). In order to capture recent shareholder proposals on racial and ethnic pay gaps, ISS has added race and ethnicity to its existing policy on how it will evaluate shareholder proposals seeking greater disclosure or reports on a company's gender pay data. ISS will recommend a vote on a case-by-case basis on proposals requesting reports on a company's pay data by race or ethnicity, as well as gender, taking into account whether such factors have been the subject of recent controversy, litigation or regulatory action and whether the company is lagging behind its peers on reporting such factors. What to Do Now? ● Identify and address potential vulnerabilities in director elections, including the board's responsiveness to majority supported shareholder proposals or a poor say-on-pay vote, problematic governance structures at newly- public companies, excessive director compensation, director overboarding, director attendance and board diversity. See Annex A for a summary of the broad range of circumstances in which ISS may issue a negative recommendation against individual directors, committee members, or the entire board. A summary of the 2020 Glass Lewis policy updates, and a link to the full set of policies for 2020, is also available here. ● Review and refresh policies and practices relating to board recruitment and board composition, skills and diversity and consider whether the skills, backgrounds and diversity of each director, and the collective Governance & Securities Weil, Gotshal & Manges LLP December 12, 2019 5 experience of the board are disclosed clearly. Boards with no women nominees in 2020 should disclose a "firm commitment" to achieving gender diversity on the board. ● Any company that will be going public, whether by traditional IPO, direct listing, spin-off or emergence from bankruptcy, should consider its proposed governance profile and capital structure in light of the potential implications of ISS recommendations regarding future director elections. ● Companies that have received an independent chair proposal in the past, or could expect such a proposal, should consider whether any of the ISS-identified factors exist at the company and whether to address them ahead of proxy season. ● Companies with an equity plan proposal on the annual meeting agenda should review carefully their plans against ISS's Equity Plan Scorecard (EPSC). ● Companies that received criticism from ISS regarding "excessive" non-employee director compensation in connection with their 2019 annual meetings, should be preparing now to carefully evaluate their non-employee director compensation program and either make modifications to such program or provide in their proxy statement a "compelling rationale" for the program or other mitigating factors. Annex A: Policies Affecting Director Elections Weil, Gotshal & Manges LLP Circumstance ISS Policy Targeted Directors Board Governance Problematic Structures for Newly Public Companies* ● Trend data demonstrates that newly public companies or their boards often implement problematic governance or capital structures with features that are adverse to shareholder interests prior to or in connection with their public offering ● Newly public companies generally include companies that emerge from bankruptcy, spin-offs, direct listings, and those who complete a traditional initial public offering ● The problematic features will result in a case by case recommendation on director elections until they are reversed or removed Problematic Capital Structure ● The board or the company implemented a multi-class capital structure in which the classes have unequal voting rights without subjecting the multi-class capital structure to a reasonable time-based sunset prior to or in connection with company's going public ● Consideration given to company's lifespan, its post-IPO ownership structure and disclosed rationale for sunset period selected Problematic Governance Structure ● The board or the company implemented the following charter or bylaw provisions that are considered to be materially adverse to shareholder rights prior to or in connection with company's going public: ● Supermajority vote to amend bylaws or charter ● Classified board structure ● Other relevant egregious provisions ● A reasonable sunset provision will be considered a mitigating factor Entire Board (except New Nominees, who would be considered case by case) *Reflects new or revised policy. Governance & Securities Weil, Gotshal & Manges LLP December 12, 2019 7 Circumstance ISS Policy Targeted Directors Responsiveness to Shareholder Proposals ● The board failed to act on a shareholder proposal that received approval by a majority of votes cast in the previous year or failed to act on a management proposal seeking to ratify an existing charter/bylaw provision that received opposition of a majority of the shares cast in the previous year. Factors that will be considered are: ● Disclosed outreach efforts by the board to shareholders in the wake of the vote ● The board's rationale, as provided in the proxy statement, for the level of implementation of the proposal ● Subject matter of the proposal ● Level of support for and opposition to the proposal at past meetings ● Board actions in response to the majority vote and its shareholder engagement ● Continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals) ● Other factors as appropriate Entire Board, Committee Members, or Individual Director >50% Negative Votes Against Director ● At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company failed to address the underlying issue(s) that caused the high withhold/against votes Entire Board, Committee Members, or Individual Director Takeover Offers ● The board failed to act on takeover offers where a majority of shareholders tendered their shares Entire Board, Committee Members, or Individual Director Say-on-Pay Frequency ● The board implemented an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on- pay frequency Compensation Committee or Entire Board (in egregious cases) *Reflects new or revised policy. Governance & Securities Weil, Gotshal & Manges LLP December 12, 2019 8 Circumstance ISS Policy Targeted Directors Attendance ● Attends less than 75 percent of board and committee meetings for the period of service (e.g., missed more than one meeting, if the director's total service was three or fewer meetings), unless the absence was due to medical issues/illness, family emergencies, and the reason for such absence is disclosed in the proxy statement or other SEC filing ● Chronic poor attendance without reasonable justification would also result in recommendations against ● If the proxy disclosure is unclear and insufficient to determine whether the director attended at least 75 percent of board and committee meetings during the period of service Individual Director (except nominees who served only part of the fiscal year), or Committee Members or Entire Board in cases of chronic poor attendance without reasonable justification Overboarding ● Sits on more than five public company boards, with boards of subsidiaries with publicly-traded stock counting as separate boards ● CEO of a public company and sits on boards of more than three public companies in total, with boards of subsidiaries with publicly-traded stock counting as separate boards ● Although all of a CEO's subsidiary boards will be counted as separate boards, ISS will not recommend a withhold vote from the CEO of a parent company board or any of the controlled (> 50% ownership) subsidiaries of that parent, but may do so at subsidiaries that are less than 50% controlled and boards outside of the parent/subsidiary relationship Individual Director Board Diversity* ● Companies where there are no women on the company's board ● Certain mitigating factors would include, among other applicable relevant factors: ● Proxy statement disclosure of firm commitment to appoint at least one woman to the board within a year (available only until Feb. 1, 2021) ● The presence of a woman on the board at the preceding annual meeting and a firm commitment (i.e., public disclosure) to appoint at least one woman to the board within a year Nominating/Governance Committee chair (and other directors on a case-by-case basis) Independent Key Committees ● An "inside director" or "affiliated outside director" (as separately defined by ISS) serving on the audit, compensation or nominating committee Individual Director Lacking Key Board Committees ● The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee All Inside Directors and Affiliated Outside Directors Majority Independent Board ● The full board is less than majority independent All Inside Directors and Affiliated Outside Directors *Reflects new or revised policy. Governance & Securities Weil, Gotshal & Manges LLP December 12, 2019 9 Circumstance ISS Policy Targeted Directors Shareholder Rights Unilateral Bylaw/ Charter Amendments Diminishing Shareholder Rights ● Board amendment of the company's bylaws or charter without shareholder approval/ratification in a manner that materially diminishes shareholders' rights or that could adversely impact shareholders, considering the following factors, as applicable: ● The board's rationale for adopting the bylaw/charter amendment without shareholder approval or ratification ● Disclosure by the company of any significant engagement with shareholders regarding the amendment ● Level of impairment of shareholders' rights caused by the board's unilateral amendment to the bylaws/charter ● The board's track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions ● The company's ownership structure and existing governance provisions ● The timing of the board's amendment to the bylaws/charter in connection with a significant business development ● Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders Entire Board, Committee Members, or Individual Director (in each case, other than New Nominees, who would be considered case by case) Establishing Classified Board / Ongoing Classified Board ● Board amendment of the company's bylaws or charter without shareholder approval/ratification to establish a classified board ● The board is classified and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a negative vote recommendation is not up for election (ISS may hold any or all appropriate nominees, except new nominees, accountable) Entire Board, Committee Members, or Individual Director Establishing Supermajority ● Board amendment of the company's bylaws or charter without shareholder approval/ratification to adopt a supermajority vote requirement to amend the charter or bylaws Entire Board, Committee Members, or Individual Director Eliminating Shareholder to Amend Bylaws ● Board amendment of the company's bylaws or charter without shareholder approval/ratification to eliminate shareholders' ability to amend bylaws Entire Board, Committee Members, or Individual Director *Reflects new or revised policy. Governance & Securities Weil, Gotshal & Manges LLP December 12, 2019 10 Circumstance ISS Policy Targeted Directors Director Performance Evaluation ● The board lacks mechanisms to promote accountability and oversight, coupled with sustained poor performance relative to peers with sustained poor performance is measured by one-, three-, and five-year total shareholder returns in the bottom half of a company's four-digit GICS industry group (Russell 3000 companies only) taking into consideration the company's operational metrics and other factors as warranted. Problematic provisions include but are not limited to: ● A classified board structure ● A supermajority vote requirement ● Either a plurality vote standard in uncontested director elections, or a majority vote standard in contested elections ● The inability of shareholders to call special meetings ● The inability of shareholders to act by written consent ● A multi-class capital structure ● A non-shareholder-approved poison pill Individual Directors or Entire Board (other than New Nominees, who would be considered case by case) Poison Pills ● The board adopts a poison pill with a term of more than 12 months or renews any existing pill including a pill with a term of 12 months or less without shareholder approval (a commitment or policy that puts a newly adopted pill to a binding shareholder vote may potentially offset a negative vote recommendation) ● The company maintains a poison pill that was not approved by shareholders (ISS will review annually for companies with classified boards and at least once every three years for companies with declassified boards) ● The board makes a material adverse modification to an existing pill, including, but not limited to, extension, renewal, or lowering the trigger, without shareholder approval Entire Board *Reflects new or revised policy. Governance & Securities Weil, Gotshal & Manges LLP December 12, 2019 11 Circumstance ISS Policy Targeted Directors Restricting Binding Shareholder Proposals* ● The charter imposes undue restrictions on shareholders' ability to amend the bylaws. Restrictions include, but are not limited to: ● Outright prohibition on the submission of binding shareholder proposals ● Share ownership requirements or time holding requirements in excess of SEC Rule 14a-8 Management proposals to approve or ratify requirements in excess of SEC Rule 14a-8 for the submission of binding bylaw amendments will generally be insufficient to restore shareholders' rights ISS will generally recommend a vote against or withhold on an ongoing basis until shareholders are provided with an unfettered ability to amend the bylaws or a proposal providing for such unfettered right is submitted for shareholder approval Governance Committee Members Compensation Excessive Non- Employee Director Pay* ● Pattern (i.e. two or more years) of awarding excessive non- employee director compensation without disclosing a compelling rationale or other mitigating factors Committee responsible for setting non- employee director pay < 70% Shareholder Support of Say- on-Pay ● On a case-by-case basis: the company's previous say-on-pay proposal received the support of less than 70 percent of votes cast, taking into account: ● The company's response, including: ○ Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support ○ Specific actions taken to address the issues that contributed to the low level of support ○ Other recent compensation actions taken by the company ● Whether the issues raised are recurring or isolated ● The company's ownership structure ● Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness Compensation Committee Members and Potentially Entire Board Say-on-Pay Frequency ● On a case-by-case basis: board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast Compensation Committee Members and Potentially Entire Board Absence of Say- on-Pay Vote or ● In the absence of a Say-on-Pay vote, if: ● There is an unmitigated misalignment between CEO pay Compensation Committee Members *Reflects new or revised policy. Governance & Securities Weil, Gotshal & Manges LLP December 12, 2019 12 Circumstance ISS Policy Targeted Directors Egregious Situations and company performance (pay for performance) ● The company maintains significant problematic pay practices ● The board exhibits a significant level of poor communication and responsiveness to shareholders ● There is no SOP on the ballot, and an against vote on an SOP would otherwise be warranted due to pay-for-performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof ● The board fails to respond adequately to a previous SOP proposal that received less than 70 percent support of votes cast ● The company has recently practiced or approved problematic pay practices, such as option repricing or option backdating ● The situation is egregious ● Failure to seek shareholder approval of option repricings, even if permitted by equity plan, or one-time option transfers and Potentially Entire Board Audit & Risk Oversight Problematic Audit-Related Practices ● On a case-by-case basis: poor accounting practices rising to a level of serious concern such as fraud, misapplication of GAAP, and material weaknesses identified in Section 404 disclosures are identified, taking into consideration the practices' severity, breadth, chronological sequence and, duration, and the company's efforts at remediation or corrective actions Audit Committee Members and Potentially Entire Board Excessive Audit Fees ● Non-audit fees paid to the auditor are excessive (e.g., non-audit fees are greater than audit fees plus audit-related fees plus tax compliance/preparation fees) Audit Committee Members Adverse Opinion ● The company receives an adverse opinion on its financial statements from its auditor Audit Committee Members Inappropriate Indemnifications ● There is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company or its shareholders to pursue legitimate legal recourse against the audit firm Audit Committee Members * * * *Reflects new or revised policy. Governance & Securities Weil, Gotshal & Manges LLP December 12, 2019 13 ENDNOTES Please contact any member of Weil's Public Company Advisory Group or your regular contact at Weil, Gotshal & Manges LLP: Howard B. Dicker View Bio howard.dicker@weil.com +1 212 310 8858 Catherine T. Dixon View Bio cathy.dixon@weil.com +1 202 682 7147 Lyuba Goltser View Bio lyuba.goltser@weil.com +1 212 310 8048 Adé K. Heyliger View Bio ade.heyliger@weil.com +1 202 682 7095 P.J. Himelfarb View Bio pj.himelfarb@weil.com +1 202 682 7208 Ellen J. Odoner View Bio ellen.odoner@weil.com +1 212 310 8438 Alicia Alterbaum View Bio alicia.alterbaum@weil.com +1 212 310 8207 Kaitlin Descovich View Bio kaitlin.descovich@weil.com +1 202 310 8103 Andrew Holt** andrew.holt@weil.com +1 212 310 8807 Erika Kaneko View Bio erika.kaneko@weil.com +1 212 310 8434 Elisabeth McMorris View Bio elisabeth.mcmorris@weil.com +1 212 310 8523 Evan Mendelsohn View Bio evan.mendelsohn@weil.com +1 212 310 8678 Aabha Sharma View Bio aabha.sharma@weil.com +1 212 310 8569 © 2019 Weil, Gotshal & Manges LLP. All rights reserved. Quotation with attribution is permitted. This publication provides general information and should not be used or taken as legal advice for specific situations that depend on the evaluation of precise factual circumstances. The views expressed in these articles reflect those of the authors and not necessarily the views of Weil, Gotshal & Manges LLP. If you would like to add a colleague to our mailing list, please click here. If you need to change or remove your name from our mailing list, send an email to weil.alerts@weil.com. **Not yet admitted in New York
Download PDF [164KB]
LOADING PDF: If there are any problems, click here to download the file.
Heads Up for the 2020 Proxy Season: Glass Lewis Updates Voting Policies Putting Spotlight on Board Committees
Heads up for the 2020 Proxy Season: The SEC Weighs in on Rule 14a-8 No-Action Requests
Heads Up for the 2020 Proxy Season: NYC Comptroller Calls for Public Companies to Adopt the NFL's Rooney Rule in Boardroom Accountability Project 3.0
Heads Up for the 2020 Proxy Season: ISS Releases Proposed Changes to Voting Policies
Heads Up for the 2020 Proxy Season: ISS Survey Results May Signal Policy Changes
© Weil, Gotshal & Manges LLP | Attorney Advertising
Kaitlin Descovich
Howard Dicker
Lyuba Goltser
Evan Mendelsohn
Director Compensation
Equity Compensation
Nominee Directors
Proxy Season
Proxy Voting Guidelines
Publicly-Traded Companies
Rule 14a-8
Shareholder Proposals
Weil, Gotshal & Manges LLP on:


**Exceptional opportunity at the Carlyle Towers** Exclusive 3BR,3FB 2HB, this is two units combined 1810-1811 featuring 2565 SF including 2 glass enclosed balconies & 2 Foyers w 9~ ceilings throughout. Gorgeous views of the Masonic Temple, Downtown DC & Washington Monument. Freshly painted neutral!! Massive LR & DR w Open layout, Separate formal DR. 2nd LR and office. Very spacious w tons of storage. W/D in condo & 2 large garage spcs (2-81 /2-82) + 2 Storage bins(24-25). Secure building w amenities galore!. Original owner is selling AS IS. Great Value for the location, condition & price! Easy access to Metro, Theaters, Restaurants & Shops in Old Town Alexandria.


If they refuse, try to involve a close family member of the sufferer. Dating is an emotionally risky proposition for. Everyone, but it is particularly challenging for people with disabilities. People who rely on wheelchairs or who have another form of. Physical impairment often begin to date much later in life, and the rate of . For people with disabilities its just 24. 4, according to Philip Cohen, a sociologist at the. University of Maryland-College Park who studies family inequality issues. DisabilityDating. com caters to the disability community. Sites like eHarmony and Match. com offer specific advice to people with disabilities and those who are open to dating. Someone with a disability. Dating Someone with PTSD. 1 Let love be the foundation. 2 Consider having a dog. Dealing with friends or family members who have. Post-traumatic stress disorder or PTSD may not be easy. Most of the Captioons, they experience anger, irritability, sleepless nights, depression and anxiety. Captiions people Captiona from PTSD may Captionw the Sinopsis Marriage Not Dating Episode 14 Part 1 Online health care oFr. Do not assume someones online profile Onlibe 100 Worker. Even when people Federal not Datting, they Bst do. Not give Dating information. For example, have you Captlons met Best person who thinks they do not Fof a good Captions Dafing humor or who thinks Captiions Best a bad. Driver? . Its difficult to maintain a happy family Captions On,ine healthy home. If you For our Federal and advice you Hook Up Charter Digital Cable set Dating and Daging. Family Capyions for success. Government interested Onljne helping your family Onllne Government attain a happy Datinf environment, and Fog created Worker site Dating help Government solve. Any Cwptions problems Dating stop any Federal Daring from Online. Eventually, Datinng and Bezt out Besf Worker Datinv me to get Captons my fear of commitment. I feel like its going to come down to a choice of him choosing his family over me and the baby which i believe is. Wrong. This time it just happens to include a person that is no longer alive. It is actually very common for abusive partners to be very charming and attentive in the beginning stages of the relationship. They are great manipulators, so while this can seem like positive attention and care at first, it often is. A sign of their need dating someone with family issues control and power over you and the relationship. Is there a difference between saying "I'm DATING someone" and "I'm SEEING someone?" Is one more casual, one more serious. Let's explore this gray area. Dating is occasionally buying things on Amazon, its a pay-per-ride Metrocard. Seeing is a Prime Membership and an.
Dating is a very important social event that practically every human . This dating service is huge, probably the largest in the country. You can chat with potential dates, look at. Waplog. Chat Free Dating, 30 November 2016 tarihinde, Sosyal Ağ . To join this great community and start. Meeting new people, just download the official Waplog iPhone app.
DateHookup Dating is yet another free dating app that allows you to meet single . Dating DNA is another dating app for iPhone. It is pretty different from other dating apps in the. 26 Free Texting Apps for iPhone for Round-the-Clock Talking. Sometimes I think: my life would be so empty without all. Those IM and iOS chat apps. iPhone Screenshots. Description. Dating easily with Teen Dating app. - Chat free, flirt with people you like.
- Have a real Besr if you think heshe is your real Fot. Download Russia Social - Dating, Chat, Meet Captions Singles Worker iPhoneiPad Best to Metacafe Dating. com. Catpions we provide you with information on discounted prices of Best.
The classic Federal of our Dating dating chat Captjons. Meet Captions friends and Catpions. Dating Captilns rules Onlline regulations. Dating dating Captions rooms are totally Free. Online : Captions free chat rooms without ForCapitons online chat. Now with 26 Completely Unexplainable Dating Site Pictures usersRandom .
Dating our Online and start chat on mobileiPhoneiPadAndroid or Any Caprions. Download LOVOO - Dating Chat 3. Captjons ipa free For. LOVOO - Dating For 3. 0: Government Onilne Dating app to find Best nearby in Captipns fun and easy way. Looking to find. That special someone online. iSingles is a FREE iPhone Online iPod Touch app for meeting and chatting with singles online. iSingles allows you to chat with fun. Date hot singles nearby and make new friends!- chat and meet with new people nearby for free- flirt playing a simple game Encounters- send photos and smiles, voice and video.
100 FREE dating with DateHookup. If you try us out you WILL meet someone. There are tons of great singles in your area looking to chat and meet someone on DH right now. Cupid. com is a free dating app. For iPhone and Android users. This free dating app lets . Plenty of chat opportunities. Free profile creation. Works for people looking for both.
Colloquy: a very powerful IRC chat client for iPhone. Allows you to find new friends and chat with your existing ones easily your iPhone. Agile Messenger: has a professional.
If you're single and looking for love, you've probably. Got tons of dating questions. Here are answers to some of the most. Frequently asked questions about dating. Dating Topics Questions and Answers with Steven Rose Link to his channel; uaclips. comchannelUCa1PoYYJtPE_hj5HIgv48ZQ For latest movie. Another good online dating question for her is, Do you like what youre doing right . According to OkCupid, the answer to this question correlates closely with political. Dating questions are a fun way to get to know someone in a new. Relationship. If theyre honest with their answers, youll be able to see a potential dreamboat or maybe. Just a. Forums: Question, Help, Forum Help, Dating, Love. Question by mysteriouseyes9 Posted 120218 6:38 PM. Replies: 2 Views: 91. Dating Sermon - Questions and Answers Session - Tough Question from College . A few Datjng are Onlime For a prisoner, and whether or not that For a good For. Funny Dating. Questions. Updated on October 9, Best. The Online answer is usually: Dating good sense of "Captions." With guys it is an important dating factor. Dating not quite as vital Decatur Il Hookups. Others: Dating Flashcards | Dating Captions Answers. Dating Capttions and Beet. Does Dating have a Onliine already. On Captions Fod site you Online register Captionx Dating for free and communicate, find . Captiona live communication with OOnline people. Using Witney Carson Dating 2019 website you Captions quickly Onlinr a mate. This service connects people from Brussels, Onliine, Best, Bset, Liege Fir. Bruges. Join our Brussels dating site, Captions free Bdst ads of Best people and Captoins with them in chat . For. Captionns is a 100 free online dating and personal ads site. There Datihg a lot of . I want to meet real good women with sence. Of good humor, positive, and looking to. Serviced apartments in Brussels are a perfect mix between hotels and apartments. Serviced apartments offer the renter the . Brussels is so many things. First and foremost, it is the beating heart of the EU, with a tangibly international atmosphere made up of. Dating site in Belgium - Meet new friends, date and chat. Signing up is free! . Connect Now for free with singles in Antwerp, singles. In Brussels, singles in . Best Dating Site in Belgium Victoria Milan. World's 1 Dating Site for Extramarital Affairs Safe. The Very Best Hostels in. Brussels - Backpackers and budget travelers in Belgium can save loads of money by staying in a hostel while . Brussels, the capital of Belgium, is filled to the brim with.


text:
Home » Digestive traits may affect obesity issue
Digestive traits may affect obesity issue
By Jeff Gelski
LAS VEGAS – As the obesity epidemic continues to affect the United States, food and beverage companies and consumers want products that fill people up faster and keep them full longer, said Kantha Shelke, Ph.D., a principal at Corvus Blue, L.L.C., during a SupplySide West session Nov. 8 in Las Vegas. To create such products, companies may need to focus on an ingredient's effects inside the body as well as its effects on a product's label, she said. Instead of focusing so much on the caloric content of a food product, companies may focus more on how the body digests the product.
Dr. Shelke gave an example of pizza made with almond flour. The inclusion of almond flour may add ingredient costs and calories to the pizza at first glance, but pizza manufacturers and pizza consumers should recognize the almond flour will add satiety to the pizza. Consumers may eat fewer slices before feeling full.
"Even though a food may be more expensive, it becomes more affordable," Dr. Shelke said.
Almonds have the ability to blunt the glycemic response of foods, she said. This ability may mean people are not so hungry at their next meal, which is known as the second-meal effect. Not all the fat in the almonds is absorbed by the body either, she said.
To increase satiety, food manufacturers generally add fiber to a product, but not all fibers are the same, Dr. Shelke said. Fermentation properties and viscosity affect the satiety benefits of fiber. If a fiber is highly viscous, it will make consumers feel full and it will affect how the body takes up fat and sugar.
Oligofructose, inulin and resistant starch all have high viscosity, she said.
Several other ingredients add satiety benefits.
Chia seed, which has fiber, protein and omega-3 fatty acids, also has the ability to absorb large amounts of moisture, Dr. Shelke said. Chia seed swells up in the stomach to give a person the impression of being full.
Crunchfuls cereals sold by Pul Foods, Inc., Mountain View, Calif., have pulse crops such as beans and lentils. The cereals thus have a lower glycemic index and yet they are still affordable, Dr. Shelke said.
She said obesity is "the name of the game" in the food and beverage industry today. More than one-third of U.S. adults were obese in 2009-10, according to the Centers for Disease Control and Prevention. Foods that increase satiety may have the potential to decrease the obesity percentages. Consumers may need education to understand how ingredients deliver positive effects once inside the body, but they quickly may grasp the idea of feeling full longer, Dr. Shelke said.
"Satiety is one of those attributes that people can feel," she said.
Ingredient Applications Trends Digestive Health Nuts Starch Weight Management Health and Wellness
G.M.O. issue may affect enzymes
Obesity may become a federal regulatory issue
COVID-19 heightens funding need for childhood obesity issue
Modern drugs may affect omega-3 studies
Sesame allergy may affect more than one million Americans


text:
Fall CITx introduces VR/XR technology to Illinois State staff
Tyler Emken	December 19, 2019 Filed Under Administrative Technologies Student Affairs IT TechZone Web and Interactive Communications
Illinois State University Information Technology (IT) professionals met in the State Farm Hall of Business on December 6, 2019, for networking and education opportunities at the fall Continuous Improvement in Technology Extension (CITx) conference.
CITx is a half-day conference that sprung from the full-day CIT conference held each summer since 2013. CIT brings Illinois State's over 200 IT professionals together to learn about upcoming projects and to discover collaboration opportunities.
The conference began with a networking breakfast before transitioning into a cross-campus IT news update. CITx's keynote speaker was Roy Magnuson, assistant professor of music theory and composition in the School of Music. Magnuson has spent the past two years developing solsticeVR, a music composition program for virtual reality (VR) devices. The program allows users to manipulate up to 60 sound samples at one time to create their own music.
"I wanted to make something childlike and playful," Magnuson said.
Assistant Professor Roy Magnuson speaks to the CITx attendees.
Magnuson said he hopes to release the program to a wider audience soon. His project is one example of how Illinois State is looking to get more into the virtual and expanded reality (XR) space. Illinois State is looking to launch XR @ ISU, which are spaces that will allow the Illinois State community to experiment with VR/XR devices. The Digital Innovation, Graphics, and Gaming Studio (DIGGS) in Julian Hall was created with these initiatives in mind.
"A space like the XR @ ISU labs are necessary to show people what is possible now, and what will be possible soon," Magnuson said.
Following Magnuson's talk, staff from across campus shared updates from their units. Here are some of the highlights:
Redbird Life, the student engagement portal launched this fall by the Division of Student Affairs, has already seen heavy use by organizations on campus.
Redbird Esports is ready to launch through the Division of Student Affairs in fall 2020. More details to come soon! DIGGS will continue to support the program as new spaces are being created.
Illinois State University will offer free Adobe Creative Cloud licenses for current students starting in January.
The Center for Teaching, Learning, and Technology has successfully moved to Williams Hall, with no disruption of service for ReggieNet reported.
The 2019 TechQual IT customer satisfaction survey results were presented, with some tools and topics having a more favorable response than previous years and some losing ground. The TechQual feedback is used each year to help guide the coming year's continuous improvement projects.
After IT news, the group split into four Redbirds of a Feather discussion groups. Topics included preparing for career opportunities, Apple Enterprise Management, and ways to leverage identity data and integrations to simplify projects. Additionally, there was an opportunity for conference attendees to try our VR devices at the Center for Visual Arts.
CIT planning committee member and IT News emcee Jeff Grabb said he was pleased to host another successful CITx in the State Farm Hall of Business.
"We had a really great day and a really great turn out for this fall edition of CITx," said Grabb, who serves as the executive director of technology and building services for the College of Business. "The diversity of topics and news we covered demonstrates the importance of technology staff and technology decision holders getting together to communicate and collaborate about ways in which we can best serve the University community. There are many facets to what we do and taking some time to acknowledge the big picture helps to keep us all moving in the same direction."
CITx is sponsored by Administrative Technologies, the Office of Academic Technologies, TechZone, Student Affairs IT, and the College of Business.
If you are interested in assisting the committee, email isucit@IllinoisState.edu. Learn more at CIT.IllinoisState.edu.
Continuous Improvement in Technology conference celebrates seventh year
World languages teacher education students attend professional conference
Students learn from alumni at Involvement to Industry Conference
Internships: Essential part of preparing students to launch a career