Big-Company Proxy Fights – Back In A Big Way… Small And Micro-Cap Fights Look To Surge In 2024 … Anti-ESG Proposals Expected To Surge Too…Hostile Takeovers Are Back

The 2024 Annual Meeting Season and the Big-Company Proxy Fight Season is off to a roaring start – with Nelson Peltz of Trian back yet again at Disney with a big new backer, major investor Isaac “Ike” Perlmutter, whom Disney fired not so long aga… And even before preliminary proxy materials were...

Sell Your Proxy Votes? Good Idea, We Say, But Lots Of Practical Problems

Shareholder Vote Exchange, which was featured in a January 22 WSJ article, was started in 2021 by Preston Yadegar, 25 years old, a 2020 BU graduate whose venture has been funded so far by friends and family but who says that talks are underway with potential investors. Andrew Shapiro, the activist...

BIG Troubles In T-A Land

Five events in late 2023 startled us into realizing that most Transfer Agents seem to be in a big heap of trouble these days: The first and second were the two calls we received - one about bad TA service and one about bad TA behavior – described in detail elsewhere in this issue. Third, and sort...

Shareholder Votes Have Value – Please Do Not Let Your Votes Go To Waste!

©2023 by Carl T. Hagberg and Associates. All rights reserved. This publication may not be copied or made available to readers over the Internet without the express permission of the copyright holder. (The letter below can be generic - or personalized with issuers’ names and logos – and enclosed...

Troubling News For Corporate Governance Professionals from Broadridge’s 2023 Review

Expectations of directors are increasing. Fewer directors stood for election this past season (23,829) than in 2022 season, but more failed to attain majority support (654) than at any time in the last 5 years. Support has declined for Say-on-Pay. 131 say-on-pay proposals failed to receive...

Votes Have Value!

Shareholder Votes Have Value…Do Not Let Your Votes Go to Waste!

2024 Magazine

The ESG Wars Rage On!

Q4 2023

New! Subscribe for Early Access only $245 per year!

Optimizer Online

Recent Articles

Troubling News For Corporate Governance Professionals from Broadridge’s 2023 Review

Expectations of directors are increasing. Fewer directors stood for election this past season (23,829) than in 2022 season, but more failed to attain majority support (654) than at any time in the last 5 years. Support has declined for Say-on-Pay. 131 say-on-pay proposals failed to receive majority support (out of 2,720 proposals). Average support for say-on-pay proposals this past season was...

Holders Coalition Fights Threats By Unclaimed Property “Auditors” To Change State Laws At The Expense Of Share-Owners

Here’s an email we got recently from Jen Borden – whom we consider to be the world’s top expert on all things concerning unclaimed property. It updates the article she did for our year-end magazine, 2022 Unclaimed Property Year-End Round Up, and provides some truly disturbing news about the increasingly predatory practices of so-called UP “auditors” and their lobbying efforts to change existing...

Highlights Of The 2023 Meeting Season Through June

The 2023 Shareholder Meeting Season to date has been “one for the books” for sure – and we are happy to report that most of the predictions and early warnings we posted in late 2022 and early 2023 were very much on the money: While there has been a modest return to in-person meetings, as we expected – notably at Berkshire Hathaway, which drew an all-time attendance record of 44,000 happy...

Best Statements In Opposition To Shareholder Proposals

In our last issue we recommended that readers take time to review what we found to be the “Most Engaging” Shareholder Meeting Materials of the 70-odd sets we reviewed with care - and we promised to disclose the MOST CONVINCING EXAMPLES OF CORPORATE RESPONSES to SHAREHOLDER PROPOSALS - so here they are: AMAZON and UNITEDHEALTH GROUP. We urge you to have a look at them, to be well prepared for...

No Quorums At Meetings Because Directors Failed To Vote: Our Tips To Fix

As noted here earlier, there was a very noticeable decline in the number of companies that had to adjourn their Shareholder Meetings in first-half 2023 for lack of a quorum on the appointed date and time. At two of the Meetings where our Inspectors of Election served, the shortage was due entirely by the complete lack of voting by Directors – who controlled roughly 30% of the shares outstanding!...

An Unusual – And Disturbing Trend This Season – Failing To Name The Auditor Up-front – And, For Shame – On Your Proxy Card

Through mid-April we’ve noted at least three instances where the Audit Firm’s name was omitted in both the summary of items on the ballot in the Proxy Statement – and on the Proxy Card itself. This is a totally unacceptable thing to do in our opinion – and makes us immediately suspicious about the company’s motive for omitting it - and very much inclined to vote NO. As we have noted before,...

How And When To Properly Open And Close The Polls

Over the last two years a mini-debate broke out sporadically over LinkedIn on how best to manage the opening and closing of the polls. Many activist investors felt that they should remain open until after the general Q&A period - and ideally, until the very end of the Meeting - so voters would have time to change their minds if something they heard rubbed them the wrong way. Quite a few...

A Few More Observations From The 2022 Meeting Battlefront – And Some “Problem Areas” To Note

The problem of “meeting congestion” on the busiest meeting dates continues to be a growing issue for issuers - and for their key suppliers: We predict that issuers will increasingly have to vie for favorable meeting dates and times, since at best, there are only eight hours in a given day when companies can safely hold their meetings without riling up shareholders - and directors too. So start...

Morrow Sodali Celebrates 50 Year Anniversary By “Building Together”

The OPTIMIZER interviews Adam Frederick, Global President, Bill Ultan, Managing Director – Corporate Governance and Greg Reppucci, Senior Director– Sustainability & Corporate Governance Through a combination of savvy strategic acquisitions and a continued focus on internal personnel growth and technological innovation, Morrow Sodali has been at the center of the most urgent and critical...

Will ‘Big Brother’ Really Be Looking At Your VSMs This Year?

We have been reporting on comments from ISS - and from several large investors as well - that they would be monitoring Virtual Shareholder Meetings to assure that shareholders will have a meaningful chance to ask questions - and to “engage in a dialogue with management” - and will consider voting against some or maybe even all directors in 2023 at companies that fail to meet these objectives. So...

When Pigs Fly

Ever hear this old expression, to indicate a totally unlikely event? Well damned, if pigs aren’t indeed flying high - on the proxy voting front! More kudos to Liz Dunshee for reporting that activist investor Carl Icahn’s fight for the rights of pregnant pigs not to be confined to cramped “gestational pens” will move forward to votes at McDonalds - and at Kroger, where Icahn is putting two...

The 2022 Season Starts Out With A Big Bang

As Liz Dunshee reported in her March 13 blog, “This voting outcome arrives at the same time that the UN Environment Assembly has agreed to negotiate a legally binding treaty to tackle plastics, which many are calling the next ‘Paris Accord.’ That comparison is significant because the targets in the Paris Treaty jump-started the focus on emissions. Meanwhile, other companies are proactively...

Shareholder Services: History

Tim Smith – “The Lion of Responsible Investing”

Tim Smith, who began his career in the early 1970s at the Interfaith Center for Corporate Responsibility (ICCR) – has retired from the Boston Trust Walden Company at year-end 2022, where he’d worked for over 20 years. But - great news, and no big surprise to us - in...

A History of the Corporate Governance Movement – As Illustrated by OPTIMIZER Magazine Cover Art – from 1997-2008

We have been promising ourselves we’d do this lookback for several years now - partly to show off some of our favorite covers, by our amazing cover-artist Guy Dorian, who did our first full-color cover in 1999 and every one since - but mainly because the covers...

More Fascinating Materials for the Evelyn Y. Davis File

Following the article for our History File on the notorious EYD, a good friend and former colleague, Stan Siekierski of AST - who is, we believe, the longest-serving person in the Stock Transfer business ever - sent us a rare copy of Evelyn’s HIGHLIGHTS AND LOWLIGHTS...

The Long and Sometimes Checkered Past of the Proxy Solicitation Business… An Article for Our History File, with Several Lessons Worth Learning

Following the announcement that EQ, the relatively new owners of Wells Fargo Shareholder Services was entering the proxy solicitation business, our good friend, loyal reader and fellow history lover Michael Mackey, President of Alliance Advisors, sent us an outline of the many comings and goings there have been in this fascinating and hotly contested space.

Evelyn Y. Davis: Gadfly Extraordinaire and Self-Styled “Queen of the Corporate Jungle” Passes Away on November 30, 2018 at the Age of 88

One of the most complex, contentious, egotistical, infuriating and relentless people - and in many ways one of the saddest people on the corporate scene - due, perhaps, to her terrible experiences as a Holocaust survivor, which were rarely mentioned until late in her life…

The Unforgettable Wilma Soss

The first person ever to demand that directors put women on their boards Wilma Porter Soss (b. March, 1900 in San Francisco, d. Oct. 1986 in Brooklyn) was one of the most colorful, persistent and totally unforgettable people ever to storm an Annual Shareholder...

The Original “Shareholder Activists” and the Founders of the Modern Corporate Governance Movement

Your editor-in-chief was fortunate to have been a witness to dozens and dozens of ‘performances’ by the Gilbert brothers at shareholder meetings, where he came to know them both.

Transfer Agent Pays An Extra Nickel To Every Shareholder

Transfer Agent Pays An Extra Five-Cents Per Share To Every Stockholder Of A Major Us Company: 158 Million Nickels Too Many! We are hoping that this headline will grab your attention and impel you to read on, and will maybe give you a jolt of adrenaline, and a feel for...

Corporate Governance: A 20 Year Overview

A Quick Look-Back At “Shareholder Service”, “Shareholder Relations” - And The Securities Industry As A Whole Over 20 Fast-Changing Years – All Leading Up To Today’s “Glorious Days Of The Corporate Governance Movement” Your editor found it almost hard to believe that...

Unclaimed Property And The Real James Brown

“Ah Feel Gooood!” – Finding The Real James Brown, And Reuniting Him With Almost A Half-Million Dollars In Unclaimed Property…A Nifty Story – And One That’s Still Contains A Valuable Takeaway On Abandoned Property

How Independent Inspectors Of Election Came To Be…

With Special Thanks To Mister Smith… And Mister Jones. Another Fun Story For Our “History” Section.

Tales From The Crypt

Horror Stories About The Perils Of Holding Abandoned Property From The Optimizer’s Story Vault… All Of Them Absolutely True.

“The Noughties”

As Y2k09 came to an end, it was quite an unpleasant shock for boosters of long-term investing like us to realize that for most individual investors – especially those who faithfully followed a “buy and hold” approach – the entire decade of the 2000s came to naught…and to NOUGHT - to a big fat zero .

The Paperwork Crisis

Former DTC Chairman and CEO William F. Jaenike writes about…

Harry Of Hanover Square, And What We Can And Should Learn From Him Today

The SSA – And We – honor Harry Poulakakos –Owner Of the World-Famous Harry’s Bar Of Hanover Square… “Wall Street’s Favorite Watering Hole” For Over 36 Years. What Valuable Lessons There Are To Be Learned Here!

Carl Hagberg

Carl Hagberg

The Shareholder Service OPTIMIZER, first published in 1994, is “dedicated to helping public companies – and their suppliers – to deliver better and more cost-effective services to shareholders”.

Get the Optimizer!

Subscribe to the Optimizer quarterly newsletter and bonus annual magazine - packed with investment insight, interviews with industry leaders, and much more!

The OPTIMIZER comes with the promise of "some free consulting on any shareholder relations or shareholder servicing matter to ever cross your desk.

SubscribeAdvertise

Pin It on Pinterest

Share

Share the Optimizer with your colleagues!