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Optimizer Newsletter
Volume 32 Q3 2026
Votes Have Value!
Do Not Let Your Votes Go to Waste!
2026 Supplement
Modernizing Investor Servicing
Podcast Alert: Annual Meeting Season 2026 — Expert Advice from Carl & Peder Hagberg
Carl and Peder Hagberg of The Shareholder Service OPTIMIZER join Meredith Ervine from TheCorporateCounsel.net to discuss proxy season risks, virtual meetings, and shareholder engagement for 2026.
Optimizer Online
Recent Articles
MORE ON THE ESSENTIAL BALLOT OF THE APPOINTED PROXIES… AND HOW TO FILL IT OUT
Many publicly traded companies—and often their counsel as well—overlook the requirement to execute the Ballot of the Appointed Proxies, sometimes referred to. for short, as the “Master Ballot.” Please note that the term “Master Ballot” is something of a misnomer, in that it implies a single, “master document” - which is NOT THE CASE if other entities are soliciting proxies separately from the...
HERE ARE A FEW MORE TAKEAWAYS FROM OUR OBSERVATIONS OF MEETINGS TO DATE:
A MUCH MORE CONSIDERED APPROACH TO OMITTING SHAREHOLDER PROPOSALS IN THE ABSENCE OF NO ACTION LETTERS - as the season picked up steam and issuers wised up to the advisability of dropping obvious clunkers but allowing most to simply go to a vote, as we and several other observers advised. A BIG DECLINE IN GENUINE ANTI-ESG PROPOSALS - but still some misleading anomalies in the way the statistics...
MID-YEAR UPDATES ON THE 2026 MEETING SEASON
Through June, CTHagberg LLC Inspectors of Elections have served at 395 of the 600+ Shareholder Meetings we expect to serve at this year, providing a very broad overview of how things have gone this season - straight from the Meeting Room floor. Of these, 342 or 86.5% were Virtual Only Meetings, we handled no Hybrid Meetings, and the remaining 58 or a mere 14.6% were In-Person only. At seven...
FOUR TOP ISSUES TO WATCH OUT FOR IN THE 2026 AGM SEASON
If you haven’t yet had a chance to listen to the Timely Takes Podcast from TheCorporateCousel.net, moderated by Meredith Ervine and featuring your co-editors, it is still not too late to listen, learn – and prepare. First, as noted (and see below for more details) the risks of being sued by would-be proponents whose proposals are summarily dismissed are still big ones, and for many readers,...
MAJOR PROXY SOLICITORS WILL RECOMMEND OUR “VOTES HAVE VALUE” BOOKLET TO CLIENTS THIS SEASON
The OPTIMIZER is very pleased to announce that many of the best proxy solicitation firms will be recommending to clients that they use our educational booklet, “Shareholder Votes Have Value”© this season as part of the overall 2026 campaign - especially those with low 2025 quorums – and those with Proxy Fights. To date, Alliance Advisors, InvestorCom, Laurel Hill, Lioness Consulting, Mackenzie...
THE RISKS OF LAWSUITS FROM “DISSED PROPONENTS” ARE REAL ONES, ISSUERS: DON’T LET MORE SHAREHOLDER DOLLARS GO TO WASTE, WE SAY, BUT STAND FIRM IF A PROPOSAL IS WEAK
The ink was hardly dry on the SEC release on no no-action letters when three thwarted proponents went to court to seek relief, as we predicted many would do. Four NYC public pension funds sued AT&T in New York federal court over its decision to exclude a workforce diversity shareholder proposal after the company decided it had a “reasonable basis” to exclude it. The same day, another...
Reinventing Proxy Voting: Empowering Shareholders in the Digital Era
Cathy H. Conlon Senior Vice President & General Manager, Disclosure, Broadridge Financial Solutions, Inc. A Brief Look Back A cornerstone of corporate governance is proxy voting – the main mechanism by which shareholders exercise their rights and influence how a company is run. I think it is fair to say that proxy voting has become more important as corporate governance has evolved and...
Podcast Alert: Annual Meeting Season 2026 — Expert Advice from Carl & Peder Hagberg
Carl and Peder Hagberg of The Shareholder Service OPTIMIZER join Meredith Ervine from TheCorporateCounsel.net to discuss proxy season risks, virtual meetings, and shareholder engagement for 2026. Listen to hear their insights on this year’s annual meeting season. Annual Meeting Resources: Sample Run of Show Sample Rules of Conduct Shareholder Votes Have Value Booklet
Retail Investors Take the Mic: Engaging the Modern Shareholder
Retail Influence on the Rise The 2025 proxy season highlighted a paradox the OPTIMIZER has long noted: retail shareholders are more important than ever, yet remain seriously under-engaged when it comes to actually voting their proxies. At many large-cap companies, retail investors controlled nearly 40% of shares, but only 28% of those shares were voted—a nine-year low. And this number, please...
2025 Was The 90th Anniversary Of The Proxy Solicitation Business: A Quick Look At The “Highlights And Lowlights” And A Closer Look At Where It Stands Today
It’s been 90 years since the Nye family turned its brokerage business, Georgeson & Co., into a “proxy-chasing business” in 1935 – a time when individual investments in stocks had become very big business and voted proxies were very much in demand at Shareholder Meetings since this was long before Mutual Funds and other big investment funds ended up owning the vast majority of the shares...
Start Preparing For Your 2026 AGM Now!
Yes, we know it’s mid-summer, but now really is the time to start thinking about your 2025 Annual Meeting, while you have a bit of idle time to reflect on what worked well – and not so well in 2025 – both at your company and at other companies like your own – and to prepare early for 2026. For starters, take a look at our reports on VSMs – on the best – and on those that had glitches, glaring...
Institutional Investors Promise To Monitor And Act On VSMs That Short-Circuit Investor Participation
As the big Spring Shareholder Meeting Season begins we want to renew our warnings that “Big Brother is watching” – and rightly so, we say - to be sure that all shareholders are given a fair chance - not just to listen passively, but to be HEARD at VSMs – AND that they are given sufficient time to CAST THEIR VOTES after the “discussion period” is over. Please be sure to visit our website,...
Awful Advice On VSMs From A Big T-A: Take It At Your Peril
In the run-up to the annual podcast covering “The Conduct of the Annual Meeting,” a prospective attendee wrote in to ask if they could pre-record their entire Meeting, and to answer only pre-recorded questions, saying that their transfer agent (one of the biggest ones, that we will allow to remain anonymous) recommended this to them as part of a “major trend.” Ouch! We responded that Meetings...
A Quick Review Of The Apple VSM (We Were Pretty Happy Until We Realized We’d Been Snookered)
In keeping with our plans to tune in and review more VSMs this year we were happy to attend Apple’s nice (and early, for West-Coasters) Feb. 25th Meeting, held at 8:00 a.m. Pacific time; 11:00 Eastern. Apple is one of our top-two investments – with an amazing 54,526.7% return, and we LOVE them – but with a sorta’ bad record for shareholder meetings, having mis-reported the voting results TWICE...
Take Ownership of Your Governance: Don’t Wait for Activists to Start the Conversation
Navigating M&A and Shareholder Activism: Key Insights for 2025 Co-Editor Peder Hagberg interviews Bob Marese, President of MacKenzie Partners, on current trends in mergers and acquisitions, shareholder engagement, activism, and effective board governance heading into the 2025 Proxy Season. Q: Bob, can you provide an overview of what’s happening at MacKenzie Partners and how recent changes in...
Leveling the Playing Field of Corporate and Shareholder Transparency
A Call to Action from Joseph Caruso, CEO, Alliance Advisors Joe Caruso: Over the past few years, there’s been a growing call for greater corporate transparency, especially from government agencies, institutional investors, and proxy advisory firms. But are we really creating a level playing field when it comes to shareholder transparency? OPTIMIZER: It seems that we’re still far from that....
Reflections on “Engaging with Investors”
Over the Past 30+ Years – And Advice for Effectively Engaging Now – From Two Pioneers of Good Corporate Governance When we announced the theme for this year’s Special Supplement to the OPTIMIZER—our thirtieth edition—one of our advertisers noted that “thirty years ago, the idea of ‘engaging with investors’ was virtually unheard of.” He was right! Back then, activist investors—and especially...
HARSH CRITICISMS OF RULES FOR PROPONENTS AND CONDUCT OF Q&A AT VSMs: HOW TO AVOID BEING NAMED AND SHAMED
“Shareholders promoting both progressive and conservative agendas say companies are increasingly trying to limit their voices at annual shareholder meetings—the one day of the year when boards are required to hear from the people who own their companies,” a recent posting by a Barron’s reporter asserted. “Attempts to assert that control has become easier as more companies hold online-only annual...
Big Transfer Agent Censured/Fined For Major Internal Control Failures
We wish we could say that we were shocked to read the long list of shocking findings by the SEC against Equiniti Trust Company, formerly known as American Stock Transfer & Trust Company. But readers, we have been very regularly warning transfer agents – and issuers too – about the huge liabilities involved in the business of transferring stock – and properly issuing new shares too - since...
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 the number of audit failures at the top-four U.S. firms. But the latest report, on their studies of 2022 financial statements, where a Wall Street...
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 controls. But OUCH! As reported by Reuters in August, after being fined $136 million by bank regulators in June for making “insufficient progress” fixing...
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 be on the minds of investors. We hope these excerpts, straight from Broc’s Report (with a few suggestions at the end from the OPTIMIZER editors) will...
Podcast Alert: Annual Meeting Season 2026 — Expert Advice from Carl & Peder Hagberg
Carl and Peder Hagberg of The Shareholder Service OPTIMIZER join Meredith Ervine from TheCorporateCounsel.net to discuss proxy season risks, virtual meetings, and shareholder engagement for 2026.
Listen to hear their insights on this year’s annual meeting season.
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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