Corporate Governance Risks at Tesla: Corporate Governance Risks at Tesla, a notable post yesterday from AInvest Fintech Inc. I think I corrected their AI-generated cartoon. Here’s my summary and thoughts, including how I voted at Tesla. (more…)
Controlled Companies Underperform
Controlled companies underperform, on average, according to research by MSCI. Consider redirecting some of your investments to more democraticly run companies.
Rich Koppes: A Life Worth Celebrating
Rich Koppes, beloved husband, father, grandfather, brother, uncle, cousin, and dear friend to many, passed away on September 9, 2025. He was 79 years old. Born on August 20, 1946, in Norfolk, Virginia, to his loving parents, William and Mary Ann Koppes, He grew up in Lakewood, California, and for the past 53 years made […]
Proxy Power and Proposal Abuse: Reforming Rule 14a-8 to Protect Shareholder Value
Proxy Power and How to Squash the Voice of Shareholders would have been a better title for the September 10, 2025, House Committee on Financial Services hearing. The hearing examined the SEC’s Rule 14a-8, which governs the submission of shareholder proposals to publicly traded companies. While some witnesses argued the rule is exploited by activists […]
Shareholder Proposals Vital in Shaping Materiality
Both ESG and anti-ESG shareholder proposals spark critical debate about modern corporate governance, highlighting the importance of active shareholder participation, adaptable definitions of materiality, and a focus on long-term risk management over symbolic actions. Engagement through proposals isn’t symbolic—it is necessary for healthy capitalism and a sustainable future. Disempowering shareholders erodes the corporate compass of […]
John Chevedden: Economy-Class Investor Advocate
I’m not sure what happened to a missing post I wrote in 2013 about one of my heroes, John Chevedden, but I’m sure it had a link to a piece by Ross Kerber at Reuters. Here I’ll update that missing post from the past and reflect on John’s continuing impact, including the 2025 season. Back […]
DEI Support Remains Strong, Despite Attacks
DEI support remains strong despite attacks by President Trump and officials in several states. Many states have issued guidance on how to stay legally compliant. As Timothy Smith of the Center on Corporate Responsibility (ICCR) points out, “this proxy season, approximately 98% of the shares voted to maintain current corporate diversity, equity, and inclusion programs.” […]
Nell Minow and Other Major Influences
As I get older, I (James McRitchie) reflect on where some of my thoughts on corporate governance originated, especially as I lament not only our lack of progress but also our recent backsliding. Where did I/we go wrong? Nell Minow’s Keynote to ICGN this year prompted more such reflections and offers rays of hope. (more…)
Save Annual Meetings
Save Annual Meetings! URGENT: Tell the SEC to Protect Shareholder Rights! Comments due July 8, 2025. Save Annual Meetings: Background The SEC is considering a rule that would allow closed-end funds to skip their annual shareholder meetings. This would weaken investor oversight and accountability. You may not own closed-end funds, but if they take away […]
nCino 2025: Declassify the Board
nCino 2025. I have proposal #5 to Declassify the Board. (more…)
SEC Rule on Shareholder Proposals Wrongly Upheld
Yes, another case lost to the Trumpian world: Interfaith Center on Corporate Responsibility et al. v. SEC, U.S. District Court, District of Columbia, No. 21-01620. (Reuters) Here’s my take on this latest miscarriage of justice. Procedural Violations The DC Court acknowledged the SEC failed to disclose the Broadridge data, the Chief Economist’s memo, and the […]
Schwab 2025: Declassify the Board
Why Hasn’t Schwab Acted on Shareholder Support to Declassify the Board? According to the Schwab 2025 opposition statement, James McRitchie’s shareholder proposal to declassify Schwab’s Board received majority support. In response, our Board introduced its own proposal — which also gained majority support but narrowly missed the company’s unusually high 80% supermajority threshold. And then… […]
Business Roundtable Proxy “Reform” Agenda Threatens
The Business Roundtable Proxy “Reform” Agenda was recently released in a position paper entitled “The Need for Bold Proxy Process Reforms.” Far from encouraging healthy corporate governance, their agenda presents a grave threat to shareholder rights, public accountability, and efforts to address environmental and social challenges through the corporate ballot. This is yet another plan […]
ServiceNow 2025: Right to Cure
ServiceNow 2025: Don’t Let ServiceNow Play “Gotcha” with Shareholder Nominations Vote FOR Proposal 6: Right to Cure Have you ever experienced a situation where a small mistake, perhaps technicality, was called out, not as an opportunity to fix it, but to ensure your failure? ServiceNow’s bylaws are designed to trap shareholders in a web of […]
HB 4115: Texas to Gut Shareholder Rights – 1/27/2026 update
I understand HB 4115 will be voted on the Texas House floor this week. SB 1057 has already passed the Senate. If the bill is signed into law, companies like Tesla, which have not yet filed their proxies, could opt into the bill’s provisions by amending their governing documents and including that information in their […]
In Memory of Robert A. G. Monks
Robert Monks and his longtime collaborator, Nell Minow, issued a clarion call for reform with their 1991 book Power and Accountability. The book’s cover posed a stark truth: Corporations determine far more than any other institution the air we breathe, the quality of the water we drink, even where we live. Yet they are not […]
ICCR AGM Reporting Form: Meeting Feedback Form
ICCR AGM Reporting Form is now open to all shareholders! Take Action! Please report on your experience whenever you attend an annual general meeting (AGM). You no longer have to be a member to provide feedback, which will be aggregated and reported at the end of 2025. However, I am a member of the Interfaith […]
Lantheus 2025: Declassify the Board
Lantheus 2025. James McRitchie’s proposal to declassify the board is one of several items on the proxy to be voted on before or during the Lantheus Holdings, Inc. annual meeting on May 1, 2025, at 6:00 a.m. Pacific time. You can attend the annual meeting in person in Bedford, Massachusetts, or online. Be sure to register […]
Tariffs – Quiet Diplomacy v Kiss My Ass
Tariffs – Canadian Prime Minister Mark Carney thinks & works cooperatively. Donald Trump focuses on getting others to “kiss my ass.” Alongside allies in Japan and the European Union (EU), Carney used a calculated financial strategy to force Trump to back down from imposing tariffs by leveraging U.S. Treasury bonds. Two updates since publication. I […]
Democratizing Investing: BlackRock’s Effort
Democratizing Investing is not offering more products. Instead, BlackRock should address its proxy voting policies to address externalities per The Shareholder Commons and allow investors to customize their proxy voting in detail, such as is offered through iconikapp.com.
Climate Risk Disclosure: Suggested Comments to CARB
Climate Risk Disclosure: Take Action As many of you know, California enacted laws requiring climate risk disclosure in 2023. The California Air Resources Board (CARB) is now in the rulemaking process. On December 16, 2024, the Board solicited feedback to inform CARB’s implementing rules. (more…)
CII Spring Meeting 2025 Highlights via Nell Minow
CII Spring Meeting 2025 Thank you, Nell Minow! I try to attend the Council of Institutional Investors meetings when they are held in California, but I’m just too cheap and time-constrained to travel to DC, especially when I’m not a member, so I cannot attend many of the sessions. (more…)
SRG Responds to HP
SRG Responds to HP, (SEC Commissioner Hester Peirce). Peirce wants to ensure shareholders who file resolutions have “some meaningful economic stake or investment interest in a company.” Our lawsuit against the SEC for a previous rulemaking by Chair Clayton, with the help of Peirce, which increased the qualifications for filing a shareholder proposal tenfold, is […]
Shareholder Proposals: An Essential Right
SRG Responds to HP, (SEC Commissioner Hester Peirce). Peirce wants to ensure shareholders who file resolutions have “some meaningful economic stake or investment interest in a company.” Our lawsuit against the SEC for a previous rulemaking by Chair Clayton, with the help of Peirce, which increased the qualifications for filing a shareholder proposal tenfold, is […]
Reviving Proxy Access: A Collaborative Strategy for Corporate Governance Reform
The Initial Vision Proxy access was envisioned as a governance reform to enhance corporate board accountability and improve shareholder influence. Among its anticipated benefits were: Increased Accountability: Proxy access aimed to make boards more responsive to shareholder concerns by allowing shareholders to nominate directors through company proxy materials without the need to solicit a specific […]
AGM Rights in 2025
Statement of Shareholder Rights Group and Interfaith Center on Corporate Responsibility Regarding Corporate Governance and Annual General Meetings in 2025. (more…)
Corporatocracy – Assigned Reading for 2025
Corporatocracy — Ciara Torres-Spelliscy‘s recently published book, Corporatocracy: How to Protect Democracy from Dark Money and Corrupt Politicians, dissects the mechanisms of corporate power and connects them to broader societal issues such as inequality, environmental degradation, and the erosion of democracy. In this work, she provides a roadmap for understanding and resisting Corporatocracy. She offers […]
Pre-Disclosing Proxy Votes: Bradley August
Pre-Disclosing Proxy Votes— Bradley August has advocated for funds to take that action since the days of ProxyDemocracy (archive link1, link2) and MoxyVote. Below is a comment August posted on LinkedIn regarding a recent Bloomberg Intelligence podcast. (updated3/16/2025) (more…)
Stanford Law 11/13 Guest Speaker
Stanford Law Activism Class – Jim McRitchie I was a one-time guest speaker at Stanford Law in a class taught by lecturers Derek Zaba and Ram Sachs on 11/13/24. In preparation for the class, I wrote down a few notes and added a bit after class, now shared with readers: (more…)
Just Investing Podcast: Jim McRitchie
Just Investing Podcast United Church Funds introduced a brand-new podcast, “Just Investing,” to tackle big questions in responsible investing. The Podcast, hosted by Matthew Illian and Adam Sank, will feature “powerhouse guests,” who are some of the voices leading the charge for a future in which every investment is a step toward a better world. […]
Letter to SEC-IAC
Letter to SEC-IAC The following was sent to the SEC’s Investor Advisory Committee (Committee) earlier today. I’ve reformatted it slightly for ease of posting, and added my own comments at the end, after the letter that was sent, and a graphic at the top. Video (more…)
Center for Retail Investors & Corporate Inclusion
Center for Retail Investors & Corporate Inclusion (the RICI Center) is the first academic Center focused on retail shareholders. Professors Sergio Alberto Gramitto Ricci (UMKC Law & Brooklyn Law) and Christina Sautter (SMU Law & a Visiting Fellow at the London School of Economics & Political Science (LSE) Law School) launched the nonprofit Center for […]
TheCorporateCounsel.net Podcast: Jim McRitchie on Retail Investor Activism
TheCorporateCounsel.net Podcast now features me (Jim McRitchie) in this episode and is available to nonmembers! I have been a massive fan of TheCorporateCounsel.net for about 20 years. It is an excellent resource for corporate counsels, with a wealth of data stored in a database divided into practice areas, hot topics, webcasts, blogs, news, and more. […]
2024 Proxy Season Results
2024 Proxy Season Results are almost entirely in for proposals I submitted for this year. This updates a prior post of 7/23/24. I haven’t reported any additional losses since that post. I can now count wins or partial wins on 32 out of 52 proposals, about 62%. We lost on 20 proposals. Six were a […]
Iconik’s Prism Tool Compares Voting Profiles
Iconik’s Prism tool offers investors and advisors a powerful way to compare voting profiles and fund voting records. Iconik has been the leader in automating proxy votes for free or at a meager cost. Iconik serves advisors, fund managers, employers, and individuals. I used it during the 2024 proxy season, saving countless hours of reading […]