Morse Code or Carrier Pigeon

Morse Code or Carrier Pigeon

Morse code or carrier pigeon submission requirements may be next. I’ll disguise the name of the high-tech Silicon Valley company, but here is how their representative responded to our emailed shareholder proposal and subsequent broker letter.

Thank you for your email.  The broker letter was mailed to the proper address (and hardcopy mailing is the regular process for submission of shareholder proposal materials) but the proposal itself was not mailed, and the emails you mentioned were intercepted by our third party vendor and related filter as suspicious/spam.  It would be appreciated if future proposals if any are mailed in hardcopy so that receipt can be confirmed.  As to this proposal, notwithstanding that it was not mailed and notwithstanding that the email was not delivered and released/received, we will not contest your proposal submission this year as being untimely (but of course reserve as to future years).  Accordingly, we will review your proposal and related materials that we receive, including for compliance with other applicable requirements and will consider our response.

We are grateful for their benevolence. Unfortunately, companies are not always so gracious. Out of curiosity, I went back and checked the language of the company proxy regarding submissions.

Stockholder Proposals: In order for a stockholder proposal to be considered for inclusion in our proxy statement for next year’s annual meeting, the written proposal must be received by us no later than October X, 2021 and should contain such information as is required under our Bylaws. Such proposals will need to comply with the SEC’s regulations regarding the inclusion of stockholder proposals in our proxy materials.

I inserted the X to make it more difficult for anyone to determine the company name. As you can see, it includes no “hardcopy” requirement. The representative is not insisting future proposals be delivered in hardcopy, only that it would be “appreciated.” Again, I am pleased they are not contesting our submission.

Morse Code or Carrier Pigeon: Speculating on the Future

We invested in this high-tech company because we thought they were cutting edge in creating a better future. The subject line of our email transmitting the original proposal was Shareholder Proposal. When emailing the evidence of ownership, it was Broker Letter. Maybe in the future, if we continue to use email, we should put Broker Letter in the subject line instead of Shareholder Proposal because someone programmed the spam filter to block shareholder proposals.  I am betting on what language will be included in the 2022 proxy and what spam filters may be deployed in the future to weed out shareholder proposals. carrier pigeons at war

Option 1:

Stockholder Proposals: In order for a stockholder proposal to be considered for inclusion in our proxy statement for next year’s annual meeting, the written proposal must be received by us no later than October X, 2022 by Morse code or carrier pigeon and should contain such information as is required under our Bylaws. Such proposals will need to comply with the SEC’s regulations regarding the inclusion of stockholder proposals in our proxy materials.

Option 2:

Stockholder Proposals: In order for a stockholder proposal to be considered for inclusion in our proxy statement for next year’s annual meeting, the written proposal must be received by us no later than October X, 2022. In order to minimize climate change, we encourage shareholders to send their proposals by email to corporatesecretary@XXX.com. Proposals will need to comply with the SEC’s regulations regarding the inclusion of stockholder proposals in our proxy materials.

Which option would you choose? Please identify yourself so we can tally preferences by stakeholder category. Am I being too hard on someone just trying to do their job?

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