Special Meetings should be a shareholder’s right at every company. 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. Special meeting rights allow shareholders to call meetings to address issues that cannot wait until the next annual meeting. This little-used tool could become increasingly important in an ever-changing world.
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 Special Meeting rights. Then I’ll provide an example proposal on this topic, which I recently filed at Exact Sciences, 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. Special Meetings 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.
Special Meetings: Why is it Important?
Urgent Accountability Between Annual Meetings
Special meetings empower shareholders to address time-sensitive concerns—such as governance failures, underperformance, or strategic missteps—without waiting for the next annual meeting. Without this right, management could avoid meaningful accountability for up to a year.
Alignment with Market Norms
As of mid-2025, 76% of S&P 500 companies already allow shareholders to call special meetings. This is not a fringe request—it reflects a growing market standard for good governance.
Support from Leading Institutional Investors
Major investors such as BlackRock, Vanguard, and State Street publicly support shareholders’ rights to call special meetings, as it reinforces their ability to hold boards accountable.
- BlackRock: “[S]hareholders should have the right to call a special meeting.”
- State Street: Supports enhancements that “promote long-term economic value.”
- Vanguard: Supports special meeting rights in line with fiduciary governance principles.
Academic Research: Entrenchment Harms Performance
The inability of shareholders to call special meetings is one of six entrenchment mechanisms identified by Lucian Bebchuk and colleagues at Harvard Law School that are negatively correlated with company performance.
- “What Matters in Corporate Governance” (Bebchuk, Cohen & Ferrell, 2009, Journal of Financial Economics).
- Companies with entrenched boards tend to underperform, suggesting that reducing entrenchment improves governance outcomes.
Reduction of Management Complacency
The right to call special meetings acts as a disciplinary mechanism, deterring complacency and incentivizing directors to maintain engagement with shareholders.
Shareholder Diversification and Systemic Risk
Today’s diversified shareholders (especially institutional investors) hold broad market exposure. They are concerned not only about firm-specific returns but also about practices that harm systemic economic health. Special meetings provide a tool to stop companies from engaging in conduct that could damage the broader economy and long-term portfolio value.
Feasibility and Cost-Efficiency
Technological advances (online/hybrid meetings) have made it easier and more cost-effective to host special meetings. Thus, administrative burden is no longer a valid basis for denying this right.
Special Meetings: Exact Sciences
I have previously submitted proposals to Exact Sciences, 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 Exact Sciences. Here’s the proposal I submitted to Exact Sciences, EXAS DCB Submission redacted, including the cover letter and the proposal with helpful notes. I’ve redacted my phone number and some other personal information. 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.
Special Meetings: Where to File
Here is the promised spreadsheet of more than 500 companies that I believe have not adopted special meeting rights. (Right of Shareholders to Call Special Meeting Needed) 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 easier 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.
I’m old and getting lazy. You can improve your filings by adding additional support from academic papers. Citing via a footnoted URL saves words. Additionally, use your favorite resources to identify firm-specific information to include. I love Diligent’s Market Intelligence, FreeFloat Analytics, and many other sites.
For example, I asked ChatGPT what makes Exact Sciences a strong target for a special meeting proposal. It provided several reasons, including this one:
Exact Sciences is being acquired by Abbott Laboratories (major ongoing M&A)
• Abbott announced a definitive agreement to acquire Exact Sciences for roughly $21 billion, with shareholders receiving $105 per share. The deal still requires Exact Sciences shareholder approval and regulatory clearance before closing (expected in 2026). Health Exec+1
• Bloomberg and Reuters reported that the takeover negotiations were advanced, though timing and finalization details remain a focus of market attention. Reuters
How special meeting rights could be used
When an acquisition is pending and requires shareholder approval, governance rights—specifically the ability of shareholders to call a special meeting—become especially relevant. If shareholders are dissatisfied with deal terms or the information flow from management and the board, the ability to call a special meeting could be a critical tool for addressing concerns sooner than waiting for the annual meeting to discuss or vote on the deal.
Of course, news and a company’s performance-based judgment (shareholders are generally more likely to support corporate governance reform when the stock price declines) are significantly affected by timing. Exact Sciences held its last AGM in June. The deal with Abbot Laboratories may have already concluded by June 2026. Even if our proposal is not voted on because the agreement closes before the next AGM, they know we are watching and want a good deal. I also hold shares in Abbott Laboratories, so I’m not going away. Here are ChatGPT suggestions for EXAS if I had asked before submission. If you pay attention, you can do better than I have. Learn from my mistakes, as well as your own.
Exact Sciences: Julie & Holleman
They are investigating whether the $105 per share sale price undervalues Exact Sciences, especially since:
- No other bidders were considered;
- A financial advisor estimated the company could be worth up to $136.25 per share;
- Potential conflicts of interest may have compromised the process.
In such M&A contexts, the ability of shareholders to call a special meeting is a powerful mechanism to:
- Demand additional disclosures;’
- Pressure the board to reopen negotiations;
- Propose alternative directors or resolutions;
- Delay or block the deal if they believe it’s unfair.
My proposal helps demonstrate systemic governance weaknesses
Attorneys often argue that a flawed process reflects broader governance failures. As my proposal helps make the case that:
“Shareholders lacked even the basic right to call a special meeting to respond to major transactions like this sale — a right that over 75% of S&P 500 companies provide.”
That bolsters claims that the board limited shareholder influence, further supporting breach-of-duty or fiduciary claims.
If Julie & Holleman pursues litigation (e.g., breach of fiduciary duty), they would almost certainly seek monetary damages. If so, they should also seek non-monetary relief, such as governance reforms like special meeting rights, although Abbott Labs currently provides such rights.
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