PCAOB Report On Auditing Deficiencies Shows “Leveling Off” … But Still Shocking Percentages Of Failed Audits.

WILL BAD AUDITOR GRADES SPILL OVER TO YOUR AGM? PREPARE NOW, WE SAY We were greatly encouraged by remarks from the recently reorganized PCAOB board leadership promising much greater scrutiny of public company auditors and a much stronger focus on...

How’s This For “Forced Transparency”? Citi Adds New Section To Its QRS On Reorganization Efforts – Following SEC Inquiries – And Big Fines For Failing To Make Progress On Internal Controls

Our thoughts and prayers continue to go out to Citi CEO Jane Fraser as she struggles to rein-in the wild and reckless horse that Citi had become after more than a decade of ‘deferred maintenance’ on its key operating systems and their internal...

Perfect Timing As The “Independent Transparency Subcommittee” Announces “The 30 Most Transparent Companies In The US!”

A truly Blue-Ribbon Panel of Experts, Chaired by Broc Romanek, hits the streets just as public companies begin to jumpstart their AGM pre-planning activities and, ideally, to anticipate, and proactively address the most important issues that will...

Stock Splits Are Back In Fashion: Three Cheers, We Say

We are huge fans of stock splits (forward splits, that is) for a lot of reasons. We realized that we last wrote about them ten years ago, when there was a sudden upsurge, much like we are seeing now – like at Nvidia (10 for 1) Walmart (3 for 1) and...

Top Takeaways From The 2024 “Big Meeting Season”

INVESTORS DON’T CARE ABOUT “TOO-HIGH CEO PAY” – At least as long as they themselves are in the black – witness the strong support the move to have shareholders ratify Elon Musk’s massive award of options racked up after a Delaware judge ruled it...

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Recent Articles

Reader Alert: “Endemic Sloppiness” In 2024 AGM Materials

As most readers know, we think, our ‘sister company’ – CT Hagberg LLC - fields a team of 45 expert Inspectors of Election who, through July, will have served at well over 500 companies. This – plus your two editors’ own stock portfolios – causes us to monitor over 700 AGMs a year. This season, we were literally bowled over by the large number of flubs we encountered. The most common cause seems...

The Top Two VSMs – One Middlin’ One – And One “Most In Need Of Improvement” Of The 2024 VSMs We Monitored

The Top-Two 2024 VMs – A Two-Way Tie Between Citi And Verizon AT CITIGROUP – A WELL-RUN, HIGHLY ENGAGING AND INFORMATIVE EXPERIENCE…We were especially anxious to tune in the Citigroup VSM this year because we are huge fans of CEO Jane Fraser and continue to bet that at long last, this able “jockey” will be able to rein in the wild and crazy value-destroying horse that Citi has been for so long....

Drops In Retail Investor Voting Continue: A Four-Alarm Fire, We Say – Start Now On Plans To Do Better

We have been writing about the drop in retail investor voting ever since the Notice and Access model went into effect. We have no beef with the IDEA behind the “model” – which has saved literally billions of dollars for issuers – but we can see that it has become a major contributor to the now scarily low levels of proxy voting by ordinary investors, who once voted over 70% of their shares. Now,...

The ‘Biggest New Thing?’- A Double-Binding Bylaw Proposal

Activist investor Michael Levin and the editor of The Activist Investor (TAI) - inspired by the Tesla-proposed settlement of Musk’s comp-case to allow a (non-binding) vote on DIRECTOR COMPENSATION has since filed binding bylaw proposals to require shareholder approval of Director pay at 12 companies. Of the twelve companies, five will include it on the AGM agenda and in the proxy materials:...

Holy Moley! Exxon’s Suit Vs. Former Proponents, Followed By A Three-Page Screed In Their Proxy Statement, Draws Anger – And Two Exempt Solicitations As The AGM Ramps Up. Who’ll Stop The Madness Here?

Initially, we were sort of on board with the lawsuits Exxon filed against two shareholder proponents to ‘teach them a lesson’ to be more thoughtful about filing shareholder proposals. And yes, we are very much in sympathy with the idea that there are way too many shareholder proposals these days that have little chance of passing and that will not make any material difference in the day-to- day...

Our Take On The Disney Contest: Much To Ponder And To Learn From We Say

The Walt Disney Company released the official vote counts on April 4th from its 2024 meeting of shareholders held April 3rd - much faster than it usually takes to do so, we were happy to note - where they said “investors decisively defeated” the campaign by activist investor Nelson Peltz to win two seats on its board. Here are our own “key takeaways” from the contest, ranked roughly in order of...

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”.

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