Virtual-only shareholder meetings promised broader access. Instead, they are becoming one of management’s most effective tools for controlling dissent.
Miriam Schwartz-Ziv has now proven, with hard data, what active shareholders have warned for years: many annual meetings are designed less to hear investors than to manage and mute them.
Is Shareholders’ Voice Strategically Shaped at Shareholder Meetings, and Does the Market Care? is one of the most consequential recent contributions to the literature on shareholder democracy because it provides rigorous empirical proof for what active shareholders have long observed in practice: annual shareholder meetings are increasingly structured not to facilitate shareholder voice, but to shape, filter, and sometimes suppress it.
How Virtual-Only Shareholder Meetings Silence Investors
Schwartz-Ziv’s core finding is that firms facing anticipated shareholder dissent are significantly more likely to adopt mechanisms that limit shareholder participation, and that these mechanisms are substantially more prevalent in virtual-only meetings.
Drawing on 2,513 shareholder meeting transcripts spanning 2017–2023, together with a uniquely valuable dataset of 767 shareholder-submitted questions,[1] Schwartz-Ziv identifies four recurrent methods by which firms constrain shareholder voice:
- Ignoring submitted shareholder questions;
- Preventing shareholders from presenting questions in their own words;
- Restricting questions only to proposal-related topics;
- Reporting only pass/fail voting outcomes instead of exact vote tallies.
These practices are not accidental or neutral administrative choices. Schwartz-Ziv demonstrates that they are strategically deployed when management has advanced knowledge that shareholder support for directors or management proposals is weak. In other words, companies are more likely to suppress voice precisely when dissent is strongest.
Her findings also document a profound structural transformation in AGM design. Before COVID-19, only 8.3% of S&P 500 companies held virtual-only meetings. During the pandemic, that number surged to 85.1%, and even after the pandemic, virtual-only meetings remain dominant at 70.7%. What began as an emergency accommodation has now become a normalized governance architecture.
Muted at the Mike and Music for a Democratic Corporate Governance
Market Consequences are Real
Perhaps the paper’s most important advance is its demonstration that this shift has market consequences. Virtual-only meetings are followed by:
- Smaller abnormal stock returns;
- Lower trading volume;
- Lower volatility;
- Fewer online discussions and tweets.
These findings[2] matter because they show that when shareholder voice is constrained, markets receive less meaningful information. Governance opacity becomes not only a shareholder rights problem but also a market efficiency problem.
These conclusions strongly reinforce the January 2025 Statement of the Shareholder Rights Group and the Interfaith Center on Corporate Responsibility (ICCR), which warns that many virtual AGMs have devolved into “robotic or scripted rituals” and that virtual-only formats are “a poor substitute for the real-time exchange that occurs in a face-to-face meeting” Schwartz-Ziv’s work gives empirical grounding to that governance warning.
We Warned About This for Years—Now the Data Proves It
Long before academic studies could quantify these patterns, experienced shareholders were already describing them in real time. The concerns documented in Schwartz-Ziv’s paper are not new; what is new is that they have now been statistically validated.
Early Attempts to Counter
For more than a decade, I have chronicled the gradual transformation of AGMs from open accountability forums into increasingly controlled communication environments. In Virtual Meetings: Can Shareholder Proposals Stem the Tide? (2016), I argued that virtual-only meetings were being adopted not because shareholders demanded them, but because entrenched boards preferred formats that minimized unscripted confrontation. I noted that hybrid meetings preserve both access and accountability, whereas virtual-only meetings preserve access while significantly reducing accountability.
Schwartz-Ziv’s evidence confirms that firms are more likely to choose virtual-only meetings precisely when they anticipate heightened shareholder scrutiny. The strategic venue choice that once appeared speculative is now empirically demonstrated.
In Virtual-Only Meetings: The Nuclear Option (2017), I recommended voting against governance committee directors at companies adopting virtual-only formats without meaningful protections, reflecting the view that the AGM format itself had become a core governance issue rather than a procedural side matter.
Destruction of shareholder-to-shareholder communication
The deeper loss, however, extends beyond management filtering of formal questions. In Chat Rooms Missing at Shareholder Meetings (2020), I identified what remains one of the least appreciated governance harms of virtual-only AGMs: the destruction of shareholder-to-shareholder communication. Some of the most important information at an in-person meeting emerges not from scripted management remarks but from informal conversations among shareholders before, during, and after meetings. In these unscripted moments, investors compare interpretations, identify governance concerns, and sometimes uncover facts management never discloses publicly. I recount learning at one meeting that certain directors had never even met one another in person—a startling fact that revealed deep board dysfunction that would never have appeared in proxy materials.
Virtual-only meetings sever this informational ecosystem. When shareholders cannot see who else is present, cannot speak informally, and cannot build coalitions in real time, shareholder democracy becomes atomized. Each investor is isolated in one-way communication channels controlled by management.
Best Practice Discussions Failed
I continued documenting the consequences. In Virtual Shareholder Meetings 2021, I described persistent patterns of cherry-picked Q&A, paraphrased shareholder questions, distorted sequencing, and the elimination of follow-up dialogue. I also emphasized that best-practice discussions were failing to address the most essential missing infrastructure: the capacity for shareholder-to-shareholder chat.
What makes Schwartz-Ziv’s paper so important is that it closes the loop between lived shareholder experience and academically documented proof. The shareholder community’s long-standing warnings are no longer merely anecdotal; they are now supported by systematic evidence across thousands of meetings.
From Suspicion to Proof: How Schwartz-Ziv’s New Research Changes the Debate
Schwartz-Ziv’s earlier scholarship had already begun documenting the weakening of shareholder voice in virtual environments. Her previous work established that virtual meetings often involve reduced transparency, increased management control over questioning, and diminished opportunities for spontaneous shareholder challenge. That earlier research identified recurring evasion tactics: companies falsely claiming there were no more questions, restricting inquiries to proposal-only subjects, paraphrasing critical questions into softened versions, and eliminating follow-up exchanges.
What distinguishes the new paper is not merely additional data, but conceptual maturation in three critical respects.
First, the new paper establishes strategic intent. Earlier work showed that voice suppression occurred. This paper demonstrates when and why it occurs: firms suppress voice more aggressively when shareholder dissatisfaction is higher. That transforms the issue from one of poor meeting design into one of deliberate governance opportunism (pp. 2–4).
Second, the new paper proves market significance. Prior scholarship focused primarily on fairness and participation. Here, Schwartz-Ziv demonstrates that communication suppression weakens price discovery itself. Virtual-only meetings generate less meaningful information, resulting in smaller abnormal returns and lower trading activity (pp. 4–6). This elevates AGM design into the realm of securities market regulation.
Third, the new paper reveals that the choice of format itself is strategic. Firms choose virtual-only meetings more often when greater scrutiny is expected. That is a profound finding because it means the meeting venue is no longer neutral architecture; it has become an instrument of defensive governance.
Appendix D
Her current recommendations are more concrete—and narrower—than the paper’s main body alone suggests. Appendix D sets out five specific procedural reforms aimed at reducing issuer control over shareholder meetings and making virtual AGMs more transparent and accountable. Schwartz-Ziv recommends: requiring firms to make audio and video recordings and transcripts of shareholder meetings publicly available on a permanent basis; requiring disclosure of all submitted shareholder questions, together with the company’s policy for allocating time to questions and its mechanism for selecting which questions are answered; allowing shareholders to present their own questions directly rather than having them filtered through management; requiring firms to disclose the number of shareholders attending each meeting, so unusually low levels of participation or questioning can be scrutinized; and easing technical barriers to question submission, including reducing authentication obstacles and encouraging competition beyond dominant platform providers such as Broadridge.
These recommendations align closely with the 2025 ICCR / Shareholder Rights Group statement, particularly in their shared emphasis on transparency, meaningful participation, and reducing management control over shareholder communications. At the same time, Schwartz-Ziv’s Appendix D is distinctive in focusing less on broad governance principles and more on practical procedural design—especially disclosure of submitted questions, public availability of recordings, and platform reforms that make suppression easier to detect and harder to conceal.
Ten Priority Reforms to Restore Accountability at Shareholder Meetings
The following reforms combine Schwartz-Ziv’s Appendix D recommendations with additional governance reforms drawn from her empirical findings, shareholder experience, and broader policy analysis. Together, they form a coherent agenda for restoring accountability at shareholder meetings.
1. Strongly Prefer Hybrid Meetings and Require Justification for Virtual-Only Formats
Hybrid meetings best preserve both accessibility and accountability. Virtual-only formats should be permitted only where issuers can justify why in-person participation is not feasible.
2. Require Permanent Public Access to AGM Recordings and Transcripts
Companies should make audio recordings, video recordings, and transcripts of shareholder meetings publicly available on a permanent basis, ideally through SEC filing systems. Public archives allow investors, researchers, and regulators to independently assess the fairness of meetings and detect patterns of suppression. Companies should also disclose the number of shareholders attending each meeting, since low question volume relative to attendance may signal barriers to participation or question suppression.
3. Require Full Question Transparency and Integrity Protections
Companies should disclose in advance how questions will be selected, grouped, paraphrased, queued, and answered. All submitted questions should be publicly disclosed, preserved in their original wording unless edits are clearly disclosed, displayed in participant-visible transparent queues where feasible, and included in audited post-meeting logs with written responses to unanswered questions.
4. Protect Meaningful Real-Time Shareholder Participation Rights
Virtual and hybrid meetings should permit reasonable follow-up questioning where feasible, allow shareholders to present their own questions directly rather than through management intermediaries, and keep voting open long enough after presentations and Q&A to allow informed shareholder decision-making.
5. Require Exact Vote Tally Disclosure During Meetings
Pass/fail reporting deprives shareholders of critical governance information. Exact vote counts allow real-time scrutiny of low-support directors and proposals.
6. Create Shareholder-to-Shareholder Communication Channels
Virtual platforms should include independent shareholder chat rooms before, during, and after meetings. Shareholder democracy requires peer deliberation, not merely one-way communication with management.
7. Establish Auditable Platform Accountability Standards
Virtual meeting platforms should provide continuous, live, visible participation by directors and senior executives and be subject to independent auditing of moderation systems to prevent the selective suppression of dissenting voices. Platforms should minimize technical barriers to question submission, reduce unnecessary authentication obstacles, and encourage interoperability beyond dominant providers such as Broadridge.
8. Tie Governance Committee Director Votes to AGM Quality
Investors should oppose directors of the governance committee when companies repeatedly hold virtual-only meetings without adequate protections. Meeting design should itself be treated as a governance performance issue.
9. Adopt SEC AGM Fair Process Rules
The SEC should adopt enforceable AGM Fair Process Rules that establish minimum national standards for question handling, disclosure, moderation, transparency, and shareholder participation rights. Because shareholders face severe penalties under Rule 14a-8(h) for failing to present proposals, issuers should also face comparable obligations to conduct fair and transparent meetings.[3]
10. Reform Corporate Law and Proxy Oversight Systems
State corporate law should prohibit boards from unilaterally imposing permanent virtual-only formats without shareholder approval, and proxy advisors such as ISS and Glass Lewis should incorporate AGM transparency and responsiveness into governance ratings.
What Happens Next: Research, Reform, and What Shareholders Must Do Now
Miriam Schwartz-Ziv’s contribution is transformative not only because she empirically demonstrates that AGM accountability is eroding, but also because Appendix D converts diagnosis into institutional design. Her paper does more than document strategic suppression of shareholder voice—it offers a practical blueprint for rebuilding fairness into meeting architecture itself. That combination of empirical proof and procedural design makes this paper unusually important in the evolution of shareholder governance reform.
Taken together, her work, long-running shareholder advocacy, and the ICCR 2025 governance statement create a unified picture: AGMs are at a crossroads. Without reform, they risk becoming brief ceremonial check-the-box events—scripted performances rather than deliberative accountability forums.
Future research should now extend in several directions
- Compare governance outcomes between hybrid and virtual-only firms over time;
- Study whether suppressed AGM communication predicts future governance failures;
- Analyze whether question filtering correlates with litigation, restatements, or activist campaigns;
- Measure the impact of shareholder chat functionality, if it is ever offered, on coalition-building and proposal outcomes.
Most importantly, readers need not wait for regulators.
Schwartz-Ziv has provided the empirical foundation. Shareholders have already provided the lived evidence. The next phase depends on coordinated action: reporting, voting, proposing reforms, and insisting that technology serve shareholder democracy rather than displace it. Who will step up?
Experiences at Virtual AGMs – 2026
ICCR and the Shareholder Rights Group released a statement in 2025 addressing several issues experienced by investors at annual general meetings while exercising their shareholder rights. These include the right to file shareholder proposals, shareholders’ ability to attend AGMs in person, remedying participation issues in the new virtual meetings environment, and shareholders’ use of universal proxy cards. See Regarding Corporate Governance and Annual General Meetings in 2025. The British Columbia Investment Management Corporation (BCI) released Best practices for hybrid AGMs on November 4, 2025.
AGMs: How Responsive are Companies to Shareholders? All shareholders are invited to reference studies and recommendations. Use the ICCR Reporting Form to report on every meeting. Your submissions will be compiled and reported.Footnotes
[1] The analysis of questions is limited to those submitted by John Chevedden and James McRitchie because they shared detailed records of hundreds of questions they submitted across 199 virtual-only meetings (with 767 questions in total), providing a large, consistent dataset, and because as prominent “gadflies” whose shareholder proposals historically receive relatively high ISS and shareholder support and above-average pass rates, they are experienced, credible retail activists rather than outliers.
[2] She explicitly contrasted virtual-only meetings with (1) in‑person meetings in the same 2018–2023 window and (2) the firm’s own pre‑meeting period, plus cross‑sectional variation in voting support.
[3] Rule 14a-8(h) provides that if a proponent or their qualified representative fails to appear and present a proposal without good cause, the company may exclude that shareholder’s proposals for the following two calendar years. No equivalent SEC rule comparably penalizes issuers for running unfair AGMs, suppressing shareholder participation, or structuring meetings to mute dissent. That imbalance is increasingly untenable as virtual-only AGMs become dominant. The legal architecture still assumes management can be trusted to run fair meetings. Schwartz-Ziv’s evidence strongly suggests that the assumption no longer holds.
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