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...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...Holy Moley! Exxon’s Suit Vs. Former Proponents, Followed By A Three-Page Screed In Their Proxy Statement, Draws Anger – And Two Exempt Solicitations As The AGM Ramps Up. Who’ll Stop The Madness Here?
Initially, we were sort of on board with the lawsuits Exxon filed against two shareholder proponents to ‘teach them a lesson’ to be more thoughtful about filing shareholder proposals. And yes, we are very much in sympathy with the idea that there are way too many...Sell Your Proxy Votes? Good Idea, We Say, But Lots Of Practical Problems
Shareholder Vote Exchange, which was featured in a January 22 WSJ article, was started in 2021 by Preston Yadegar, 25 years old, a 2020 BU graduate whose venture has been funded so far by friends and family but who says that talks are underway with potential...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...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...21 Issuers Named And Shamed For Providing No Time To Vote
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...When Pigs Fly
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...A Better Way To Conduct a Proxy Fight: Save Time and Money… and Get The Results Right the First Time
An open letter to issuers, proxy solicitors and advisors and their legal counsel: Dear friends and colleagues; We are pleased and excited to announce that CT Hagberg LLC is now prepared to offer an outstanding roster of Independent Inspectors of Election who stand...A Few Notes On The Second Proxy Contest Conducted As A Virtual-Only Event… And On The Use Of A “Universal Ballot”
The OPTIMIZER’s sister-company, CT Hagberg LLC, provided the Independent Inspector of Election in September at what we believe was the second Virtual-Only proxy contest to date, at a small bank in the Midwest. Three of the bank’s investors, with roughly 30% of the...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.
Fascinating Data About Proxy Solicitors And Legal Advisors In Contested Situations
Activist Insight Monthly, which regularly tracks info on contested situations, named Okapi Partners as the “Top Proxy Solicitor of 2019” - for the fourth consecutive year - based, we hasten to note, on the number of “deals” handled. The survey also named the leading...It’s Time To Smell The Coffee, Do Your Math – And To Very Carefully Count The House On Upcoming Proxy Votes
Every year around this time we remind readers that they should get an extra-early “jump” on planning for their Annual Meeting. And we offer our top-three tips on avoiding unexpected - and unwanted - and career-threatening meeting outcomes. Here they are: Never be...On the Proxy Solicitation and Advisory Scene
EQ hires Margaret (Peggy) O’Keefe as Managing Director, Corporate Governance, to beef up its new proxy business: “Peggy brings more than 20 years of experience to EQ. Her experience in corporate governance and executive compensation consulting and research will...Is Glass Lewis Adding Proxy Solicitation to its Expanding Private “Access” Services?
That’s the allegation from our friend and frequent noisemaker Gary Lutin, following the announcement of a new service, posted to the Harvard Governance Blog by Katherine Rabin, Glass, Lewis & Co., on Sunday, March 31, 2019…just in time for Lutin’s April Fool’s Day re-post and riposte.
Hot Topics, Trends, and Tips for Transforming Shareholder Relations in 2019
Some practical advice, cost savings tips, and details of the hot topics and trends in the field of proxy solicitation and governance advisory work: As a proxy firm, our business brings us in contact with the most influential institutional investors in the world and...Comments on the Proxy Process in Advance of the SEC’s November 15 ‘Roundtable
In this letter, I will try to focus primarily on Over-Voting and Under-Voting, “Empty Voting,” Technology and Innovation (where I have reconsidered a few of my 2010 comments) and, very briefly, on Improving Retail Shareholder Participation. Brent J. Fields,...PEOPLE: MORE MOVES OF KEY STAFFERS IN PROXY-LAND; MORE TO COME, WE PREDICT
September was a very busy month for key providers and several key staffers in Proxy-Land, starting with an announcement from Morrow Sodali
COMING SOON: “VOTES HAVE VALUE”
A plain-English primer on exactly HOW shareholder votes have value…on WHY individual investors should make time to cast their votes….
Hot Issues for Your Annual Meeting
A transcript of TheCorporateCounsel.net’s March 2nd webcast, with experts Keith Bishop, Partner, Allen Matkins LLP, Carl Hagberg, Independent Inspector of Elections and Editor of The Shareholder Service Optimizer, Roxanne Houtman, Partner, Potter Anderson Corroon LLP, and Jill Whitney, VP – Client Services, Broadridge.
Hot Issues for Proxy Tabulation and Vote Reporting
Did you know that there are at least eight kinds of proxy tabulators out there these days?
