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2024 Magazine
The ESG Wars Rage On!
Q2 2024
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Recent Articles
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...
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 filed the fight moved to “stage three” where many of the key issues have become highly personal ones -...
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 investor founder and managing member of Lawndale Capital Management is an advisor to the Vote...
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 of out-of-the blue, one of our old articles on “Small Transfer Agents” popped up on our screen as we...
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
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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