Feb 14, 2023 | 2022, 2022 Q4, Featured, Issues
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...
Feb 14, 2023 | 2022, 2022 Q4, Featured, Issues
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 –...
Feb 6, 2023 | 2022, 2022 Q4, History, Issues
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...
Feb 6, 2023 | 2022, 2022 Q4, Annual Meetings, Featured, Issues, Virtual Meetings
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...
Feb 6, 2023 | 2022, 2022 Q4, Annual Meetings, Featured
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...
Feb 6, 2023 | 2022 Q4, Featured, Issues
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...
Dec 26, 2022 | 2022, Abandoned Property, Issues
The OPTIMIZER’s Riskiest Internal Control Issue of All! BY JENNIFER BORDEN, ESQ. BORDEN CONSULTING GROUP Multi-year audits and litigation are now the norm, whereas prompt payment to owners is not. The unclaimed property (“UP”) landscape over the last year has been...
Oct 26, 2022 | 2022, 2022 Q3, Featured, Inspectors of Election, Issues
Here is our own model template for the Inspectors Final Report on the Voting that has been widely used and adapted to changing circumstances over the years, but where a few ”slips” have slipped in at many companies whose own forms we review when our IOEs are newly...
Oct 26, 2022 | 2022, 2022 Q3, Featured, Inspectors of Election, Issues
Recently, Wendy Shiba - a former law professor and the former Corporate Secretary of three NYSE listed companies - and one of our many superstar Inspectors - emailed to point out an unusual quirk in California’s Corporate Code: The code was amended back in 2014 to...
Oct 17, 2022 | 2022, 2022 Q3, Annual Meetings, Featured, Issues, Proxy
Governance guru Jim McRitchie’s post on his Corp.Gov.com website - with his review of a survey on 31 virtual annual meeting practices conducted by the Interfaith Center for Corporate Responsibility - was amplified considerably by a John Jenkins post on...
Oct 17, 2022 | 2022, 2022 Q3, Activist Investors, Featured, Issues
August 16th was a mighty bad day for three big companies - with big WSJ headlines announcing “Cardinal Health Under Pressure” as activist investor Elliott Management seeks “a handful of seats on the board,” in an effort to jumpstart the stock price…”Third Point Buys...
Oct 17, 2022 | 2022, 2022 Q3, Annual Meetings, Featured, Transfer Agents
But Wait! Shocking Deficiencies In Internal Controls Are Set To Fuel Even More, We Guarantee Over the past three months your editor-in-chief has had three assignments as an expert witness/expert consultant - all involving big stock market losses - and all with the...
Aug 1, 2022 | 2022, 2022 Q2, Annual Meetings, Best & Worst Practices, Featured, Issues
May used to be the “old April” for shareholder meetings - but June tied with May this year in our own count, with June meetings rising an astonishing 32.5% vs. 2021. Readers have been asking, “What’s going on here, and why? Ten years or so ago, the end of April marked...
Aug 1, 2022 | 2022, 2022 Q2, Annual Meetings, Best & Worst Practices, Featured, Issues
“Why do we need to have a Master Ballot for our Shareholder Meetings - and what exactly does it do?” This has been the most common question our Inspectors of Election have been hearing from clients by far - along with an intimately related and equally important one;...
Aug 1, 2022 | 2022, 2022 Q2, Annual Meetings, Best & Worst Practices, Featured, Issues
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...
Aug 1, 2022 | 2022, 2022 Q2, Annual Meetings, Featured, Issues
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...
Jul 28, 2022 | 2022, 2022 Q2, Annual Meetings, Featured, Issues, Virtual Meetings
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...
Apr 25, 2022 | 2022, 2022 Q1, Annual Meetings, Featured, Issues, Virtual Meetings
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...
Apr 25, 2022 | 2022, 2022 Q1, Featured, Issues, Proxy
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...
Apr 25, 2022 | 2022, 2022 Q1, Annual Meetings, Featured, Issues, Virtual Meetings
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...
Apr 25, 2022 | 2022, 2022 Q1, Annual Meetings, Featured, Issues, Virtual Meetings
Not by our reckoning: After reading the ISS assessment in their quarterly update, we went straight to the books - and to our own records of 2022 Shareholder Meetings scheduled as of April 1, 2022. That day, we had 480 meetings booked where our team of Inspectors were...
Apr 13, 2022 | 2021, 2021 Q3, Annual Meetings, Issues, Virtual Meetings
XYZ Corporation welcomes you to its __th Annual Meeting of Stockholders. In fairness to all stockholders in attendance, and in order to provide stockholders an opportunity to be heard – and in the interest of conducting an orderly meeting, within a reasonable time...
Apr 13, 2022 | 2021, 2021 Q3, Annual Meetings, Issues, Virtual Meetings
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...
Apr 5, 2022 | 2022, 2022 Q1, Annual Meetings
First and most important, it should be a fully-written-out and carefully annotated script - ideally color-coded - with large, easy-to-read type and clearly written cues for all participants - with color-coded speakers’ and technicians’ names - and with easily accessed...
Apr 5, 2022 | 2022, 2022 Q1, Annual Meetings, Issues
Now that you’re done with the preliminary homework of scoping, mapping and analyzing your shareholder demographics, the next step is to review your meeting options with regard to “location” - and to decide on a venue, an agenda, and the technological tools - including...
