VOTES “IN PERSON” vs. “VOTES BY PROXY”
With the rise of Virtual and Hybrid Annual Meetings, differing views have emerged among issuers, service providers, and counsel to the various parties involved regarding what constitutes a “Vote in Person” versus a “Vote by Proxy,” and how those votes should be...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...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...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%...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)...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...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...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...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....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,...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...2025 MARKS THE 25TH ANNIVERSARY OF “NOTICE AND ACCESS” – THE BEST “PUSH-MODEL” EVER!
BILLIONS OF DOLLARS SAVED. BUT NOW, IT DESPERATELY NEEDS A FIX: A “PULL-MODEL” THAT WORKS – AND A RADICAL RE-ORDERING OF REQUIRED INFO Issuers of securities should be sounding big cheers for 25 years of Notice and Access – which has saved tens of billions of dollars...Turmoil In Proxy Land: Why It’s More Important Than Ever To Have Truly Expert Outside Counsel On Your Team
In our 30+ years of deep involvement in shareholder meetings, proxy voting, proxy contests, shareholder activism, and corporate governance in general, we have NEVER seen an environment as volatile or as consequential as the one corporate issuers will face in 2026....Turmoil In The Corporate Counsel Community
The Bloomberg Rankings Reveal Some Major Surprises – And Lots Of Surprisingly Missing Names On The Law Firm Side Of Proxy Fights… where, it should be noted, the lawyers are often instrumental in choosing the proxy solicitor… and some old-guard leaders are currently on...Turmoil – And A Scary Amount Of Cluelessness – At The Sec
Senior members of the SEC seem to be hell-bent on a mission to totally demolish the regulatory framework that has been evolving since the Great Depression: As we noted in our last issue, Chairman Paul Atkins is laboring under the incredibly ill-informed idea that the...SEC Chair Drops Three Bombshells: Questions Precatory Proposals and Defers to State Laws Like Texas’s $1M Threshold — The End of Proxy Regulation as We Know It?
In his Keynote Address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala on Oct. 9, 2025. SEC Chairman Paul S. Atkins started off on a high note: “I am delighted to discuss one of my top priorities as Chairman, which is to make being a...Just In Time For Folks Who Think That Shareholder Votes Have No Value… “Mercury Vote” Also Begs To Differ
Thanks much to our colleagues and friends Pat Tracey and Andy Wilcox, who alerted us to the Mercury Vote website, advising that: “We are an auction marketplace that empowers shareholders to generate extra revenue by selling their unused proxy voting...Exxon Mobil Launches Program Allowing Retail Shareholders To Issue “Standing Voting Instructions.” A Potential Game-Changer… Or A Major Flop Ahead?
It seems that every law firm in the country has been summarizing Exxon Mobil’s attempted vote-getting effort, speculating that others will follow suit and offering pointers on what to watch for and what to do. We, however, as 60+ year observers of actual U.S. proxy...Ellen Philip and Associates Turn Their Widely Attended Holiday Party Into “A Party with A Purpose”
We were deeply saddened to learn that Cal Donly - the life-and-business partner of Ellen Philip, who survives him - passed away on October 18th. Everyone who was anyone in the Shareholder Servicing world over the past 60 years knows Cal and Ellen - two of the finest,...DEI And Anti-DEI Proposals In 2025 – And The Outlook For 2026
An April 14 report from the Conference Board (where most Russell 3000 companies had already filed 2025 proxy materials) showed a precipitous drop in Pro-DEI proposals – no big surprise in today’s environment – and a foretaste of what’s to come in 2026 we feel certain....A Quick Overview Of A Greatly Improved 2025 AGM Environment – And The Outlook For 2026
An ISS analysis of shareholder meetings held from January 1 through June 30 shows a big drop in Shareholder Proposal Submissions for the 2025 Annual Meeting Season: 782 submissions at Russell 3000 companies – down sharply from 906 in ’24 – with nearly a quarter of...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...Annual Meeting Season is Here – Are You Ready?
Get the full transcript from the April 2, 2025, webinar hosted by TheCorporateCounsel.net: “Conduct of the Annual Meeting” As corporate governance continues to evolve in response to shifting regulatory landscapes and rising shareholder expectations, now is the time to...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...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.