READER ALERT! CAN A SINGLE PERSON CONSTITUTE A “COMMISSION”? – AND DECLARE A QUORUM OF ONE?
“Here’s what Jim McRitchie has done” – and what we’d urge all of you to follow up on: “Because the SEC didn’t open a comment period, I filed a petition for rulemaking under Rule 192 of the SEC’s Rules of Practice, asking the Commission to rescind the amendment, or at...HAS THE SEC BECOME TOTALLY UNTETHERED FROM THE REAL WORLD?
HERE ARE THREE MORE GRIM SIGNS THEY ARE… FORGING AHEAD TO REPEAL PROXY RULES WITH OVER 90 PERCENT OF THE PUBLIC COMMENTS OPPOSED – and literally hundreds of examples from investors, and from public companies of every stripe, as to how important sensible proxy...TRANSFER AGENCY SEARCHES SEEM TO BE BOILING UP: OUR LIST OF TRAPS FOR THE UNWARY T-A COMPARISON SHOPPER
Suddenly, the U.S. Transfer Agency business is stirring up on a number of fronts, with more new entrants than we’ve seen in many years banging on corporate doors, as many public companies seem to be putting their business up for bids and/or negotiating renewals of old...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...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,...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.