Aug 1, 2023 | 2023, 2023 Q2, Abandoned Property, Featured, Issues
Here’s an email we got recently from Jen Borden – whom we consider to be the world’s top expert on all things concerning unclaimed property. It updates the article she did for our year-end magazine, 2022 Unclaimed Property Year-End Round Up, and provides some truly...
Jul 28, 2023 | 2023, 2023 Q2, Annual Meetings, Featured, Issues
The 2023 Shareholder Meeting Season to date has been “one for the books” for sure – and we are happy to report that most of the predictions and early warnings we posted in late 2022 and early 2023 were very much on the money: While there has been a modest return to...
Jul 28, 2023 | 2023, Annual Meetings, Issues
In our last issue we recommended that readers take time to review what we found to be the “Most Engaging” Shareholder Meeting Materials of the 70-odd sets we reviewed with care - and we promised to disclose the MOST CONVINCING EXAMPLES OF CORPORATE RESPONSES to...
Jul 28, 2023 | 2023, 2023 Q2, Annual Meetings, Issues
As noted here earlier, there was a very noticeable decline in the number of companies that had to adjourn their Shareholder Meetings in first-half 2023 for lack of a quorum on the appointed date and time. At two of the Meetings where our Inspectors of Election served,...
Apr 27, 2023 | 2023, 2023 Q1, Annual Meetings, Featured, Issues, Proxy
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...
Apr 27, 2023 | 2023, 2023 Q1, Annual Meetings, Featured, Issues, Proxy
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...
Apr 27, 2023 | 2023, 2023 Q1, Annual Meetings, Featured, Issues
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...
Apr 27, 2023 | 2023, 2023 Q1, Annual Meetings, Featured, Issues
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...
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...
