Listen to a spoken introduction:
Proxy access is needed. Companies run by authoritarians oppress workers, externalize costs, and support presidents who act like dictators. To ensure a harmonious society and a salubrious environment, support the movement to democratize corporations.
Corporate governance is key. Get that right, and we can elect directors who care about growing our companies and our wealth by engaging employees and operating sustainably. Proxy Access allows shareholders to nominate candidates for corporate boards without an expensive solicitation process. This little-used tool could become increasingly important.
I’ve been filing shareholder proposals for 25 years. It’s been a rewarding activity. As I approach my eighties, I realize it’s time for a younger generation to take over.
In the post below, I discuss the importance of Proxy Access. Then I’ll provide you with an example of a Proxy Access proposal and explain the basics of filing. Finally, I’ll list more than 500 companies where such proposals could be filed and where companies could be transformed with all the brains in the room.
Proxy Access could become increasingly important as shareholder rights come under attack. See, for example, The SEC, Delaware, and the High Stakes for Investors on Advisory Shareholder Proposals and Investor Rights at Risk.
Here’s a quick song on the importance of proxy access:
Proxy Access: Why is it Important
1. Proxy Access Strengthens Shareholder Rights & Board Accountability
- Proxy access gives qualifying shareholders the right to include their director nominees in the company’s proxy materials, thereby reducing the costs and coordination barriers associated with traditional proxy fights.
Proxy access became widespread after shareholders began adopting it into bylaws following the 2011 court decision that invalidated SEC Rule 14a‑11 but left intact the ability for shareholder proposals to establish proxy access at individual companies. Proxy Access: A Five-Year Review and Glass Lewis In‑Depth Report on Proxy Access.
Adopted at 76% of the S&P 500 by 2019; 80% by 2025.
2. Proxy Access Can Improve Governance Standards
Proxy access increases the likelihood that boards will face meaningful shareholder‑backed challenges, improving responsiveness and reducing entrenched management. Governance Changes Through Shareholder Initiatives: The Case of Proxy Access by T. Bhandari (Journal of Financial and Quantitative Analysis), studied more than 300 proxy access proposals and 250 firm adoptions. Firms that received proxy access proposals experienced positive market reactions when the likelihood of adoption increased, suggesting that investors value greater governance rights.
3. Proxy Access Reduces Barriers to Director Nomination
Before proxy access, only full proxy contests allowed shareholders to nominate board candidates via mailed proxy materials—a costly and risky undertaking whose costs often deterred shareholder involvement. Proxy access reduces printing, mailing, solicitation, and coordination costs, making director nominations more accessible. (Proxy Access Reform)
4. Collaboration is Key
As the Trump administration and other forces seek to limit shareholders’ ability to file proxy proposals and contests for control, which are becoming increasingly expensive, the importance of proxy access grows. The key to fighting authoritarian structures is collaborating with others who believe shareholders (and citizens) should have a voice.
See Reviving Proxy Access: A Collaborative Strategy for Corporate Governance Reform. In that post, I argue we can revive proxy access by linking major funds (especially those that pre-disclose votes) with relational investor–style advisors who plan engagements, focus on governance, work collaboratively, and use vote‑no and proxy access rights as leverage to replace underperforming directors and unlock long-term value.
Large institutional investors who qualify for proxy access are unlikely to undertake the necessary work. They are primarily universal owners, dependent not on alpha but on beta returns. However, if some hotshots presented them with good targets, viable candidates, and a willingness to do all the work, a few of those significant funds might sign off.
Proxy Access: Axon Enterprise Inc
I have previously submitted proposals to Axon, so I should not have any issues providing evidence of ownership. In the first example in this series, I filed a proposal to declassify the board of WestBanco, Inc. (WSBC). It turns out that although I owned the predecessor company for many years, the ownership clock reset when two companies recently merged. I have since withdrawn that proposal. There shouldn’t be any issues like that at Axon.
Additionally, I filed proposals in 2019, 2020, and 2021 to declassify the board, remove supermajority requirements, and require a majority vote for unopposed directors. In those instances, my proposals won between 85% and 97% of the vote. That is evidence that Axon shareholders embrace good governance proposals and that Axon’s board is not resistant once shareholders have weighed in.
Go back to the post Declassify Boards: Become an Advocate for tips on obtaining and submitting your broker letter, which evidences the required ownership level.
Signs of Discontent
A Glass Lewis’ Controversy Alert flagged Axon for investor concerns about CEO compensation, including:
A previously withdrawn large equity award due to investor pushback.
A newly re‑proposed CEO award that still garnered heightened scrutiny.
Voting Outcomes Signal Dissatisfaction
Say‑on‑pay got only ~67% support.
The lowest director support vote was ~77%,
Meaningful shareholder dissent exceeds the typical high support levels seen in most companies.
Institutional Ownership Is High
Institutional ownership of Axon has been cited at 80–90% in various market summaries. Diligent Market Intelligence recently put it at 92%. Institutional owners are also more likely to support proxy access proposals because they view them as a mechanism for greater accountability and board responsiveness. Retail shareholders are more likely to be less well-informed, vote less frequently, and lack the resources to exercise proxy access when it is available.
CEO Domination
Free Float Analytics (sign up for free and look at Boards) estimates that CEO Patrick W. Smith has about 75% of the influence on the board. I believe that companies dominated by CEOs lack adaptability, suppress dissent and innovation, often exhibit ethical blind spots that lead to scandals, experience high employee turnover, and lose legitimacy in democratic societies. See Corporate Totalitarianism by Rowena Slope. This is an area worthy of further study.
What I Filed v What I Should Have Filed
- AXON PA Submission 12-9-2025R, includes cover letter and proposal with notes. I’ve redacted my phone number and some other personal information.
- While writing this blog post, I did a little more research on Axon specifically, whereas what I submitted was more generic. The proposal would probably be more effective if I had incorporated some of those findings into the language. Possible Revisions based on the additional information. Ideally, I should have merged the best from both. Please don’t make the same mistakes I do. I’m getting old. You can do this work better than I can if you’re willing to put in the effort.
Proxy Access: Some Companies Still Denying that Right
Here is the promised spreadsheet of more than 500 companies that I believe have not adopted proxy access rights. (Targets for Proxy Access) I have ranked them by size, with the largest companies at the top. You may want to make a copy and sort it alphabetically. I have not included the largest or smallest companies. The list is certainly not comprehensive.
If you have ever thought about being a shareholder advocate, this is your chance. This is probably one of the easiest types of proposals to file and win. Double-check the bylaws of any company you select from the list, as the company may have updated them to include the right of proxy access, or I may have incorrect information. Again, check the latest proxy to learn where to send your proposal.
You can find these filings on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. I find CapEdge more user-friendly. Both are free. Let me know if you find even better free sites for SEC filings.
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Proxy Access: Related Posts
Reviving Proxy Access: A Collaborative Strategy for Corporate Governance Reform
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