Q1 2023

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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,...
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Here Are The Three “Most Engaging Proxy Materials” From The Two-Dozen “Packages” We Received Through Mid-April

PEPSICO’s ANNUAL REPORT - Tops to date – and one of the two or three most engaging sets of reports over our 30+ years of reviewing proxy materials.  Packed FULL of engaging soundbites, like the theme – “Winning with pep+” (which we have been doing for 30+ years) plus lots of quick facts on things like “Sustainably Sourced Ingredients… Expanded Portfolio Offerings, Climate, Water, Packaging....
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Big News For Issuers On “Retail Engagement” – Vow Now To Do Better Next Year

Big and important news from Broadridge’s 5th annual CX [Customer Experience, we figured out] and Communications Consumer Insights report, “capturing the responses of 4,000+ consumers across North America regarding their preferences for different communication channels, what’s keeping them from going paperless, their concerns about privacy and data security, and more.”  The big and important...
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A Last-Minute-Checklist To Assure Your Meeting Security

Your editor-in-chief was pleased to be part of an all-star panel put together by CCR in late March on Conduct of the Annual Meeting, where he offered his Top-Tips to Assure Security at the Annual Meeting, freshly revised in light of the devilishly well-planned and truly frightening sneak attack at the Walgreens meeting, reported in our last issue. A transcript of the CCR webinar is available at...
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Key Risks – And Internal-Control Checkpoints To Check With Current And Potential Service Suppliers – Ranked By Riskiness

Here’s our “Top 5” list of internal-control risks areas - ranked in order of “riskiness” - that deserve an extra level of scrutiny by public companies going into the 2023 proxy season: 1. ABANDONED PROPERTY SERVICES Of all the services where a public company needs to stay compliant with complex and fast-changing regulations, avoid costly “audits” by cash-hungry states – with potentially big...
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2023 Magazine

Are All Your Internal Control Systems in Control?

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Optimizer Online

Recent Articles

Key Risks – And Internal-Control Checkpoints To Check With Current And Potential Service Suppliers – Ranked By Riskiness

Here’s our “Top 5” list of internal-control risks areas - ranked in order of “riskiness” - that deserve an extra level of scrutiny by public companies going into the 2023 proxy season: 1. ABANDONED PROPERTY SERVICES Of all the services where a public company needs to stay compliant with complex and fast-changing regulations, avoid costly “audits” by cash-hungry states – with potentially big...

The OPTIMIZER’s Top Tips For Vetting Key Suppliers

Start with an overview of key players in their field: Who owns them? How long have they been in business? Where do they seem to rank vs. other players in terms of market share? For smaller players, be sure to pull a D&B report, which may surprise you big-time – and quickly shorten your list. For large and important assignments – and especially those that involve big financial and/or...

Tim Smith – “The Lion of Responsible Investing”

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 January 2023 he returned to work at ICCR to  serve as a Senior Policy Advisor, where he will continue to work on issues related to...

The Outlook For 2023 AGMs: Our Tips To Assure A Smooth Event… That You Won’t Find Anywhere Else

The vast majority of companies that had virtual-only meetings last year are sticking to them, so demand will be high for the most desirable dates and times. Reserve your preferred date and time slot early – and be sure you have lined up a top Inspector of Elections too. Be sure you will get the “A-Team” from your AGM service suppliers. Make sure that no one on your Meeting Team agrees to accept...

“Pro-Life” Bullies with Bullhorns Are Set to Disrupt AGMs This Season…If They Can

Three “Pro-Life- Activists” who sneaked in and blended in by posing as ‘backstage workers’ at a private meeting venue managed to literally get behind the curtains at a recent Meeting of Shareholders and to burst out behind the company officers on the dais shouting “Shame, Shame” - to the utter terror of all concerned - just as the CEO was to begin her remarks. The distraction allowed another...

Disruption In The Proxy Solicitation Space: League Tables Tell Part Of The Tale – But Many Big Firms Seem To Be “Remaking Themselves” Or “Lost In A Sea Of Rivals” These Days

One-time upstart Okapi Partners has been ranked as the number-one activist proxy solicitor, both in the U.S. and globally in 2022 - for the fourth year in a row - in Bloomberg’s Global Activism Market Review, below. We hasten to point out, as we always do, that the “activist” statistics do not include the many threatened actions that get resolved behind the scenes, where long-term stalwarts...

A Sample “Run-Of-Show” For A Satisfying And Successful VSM

With our comments on the most important best practices to adopt - and on bad and worst practices to avoid: Twenty minutes prior to the Meeting time there should be a welcoming message on the Meeting site - with a visually pleasing background, easy-to-read typefaces...

Our Detailed Playbook For A Top-Flight Shareholder Meeting In 2022

In light of the hundreds and hundreds of shareholder meetings your editors have attended - and especially in light of the many meeting critiques we have published, covering both the best - and the worst meetings - and the many blunders and bloopers we’ve seen - we...

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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