A January 23, 2026, guidance from the staff of the U.S. Securities and Exchange Commission (Question 126.06), has reshaped how shareholders can communicate during proxy season. ICCR and As You Sow have stepped up to partially fill the void, but instead of having this information pushed out to them, shareholders must now go looking for […]
“Shareholder primacy is good for companies, employees, and even for other stakeholders,” Nell Minow recently said in a recent Keynote Address to ICGN. She also referenced an old, but still timely, “New Yorker cartoon with a woman raising her hand at an annual shareholder meeting, and one of the executives whispering to another, ‘This is […]
I’m not raising the Costco–Walmart comparison as an abstract exercise. It stems from decades of practical engagement with corporate governance. Especially, executive compensation, and the repeated defense of our growing inequality as an economic inevitability rather than an acknowledged design choice. We All Do Better When We All Do Better – Music for a Democratic […]
The Proxy Voting Choice Revolution is a paper by Alon Brav, Tao Li, Dorothy S. Lund, and Zikui Pan, dated September 12, 2025. It was published by the European Corporate Governance Institute – Law Working Paper No. 875/2025, HKU Jockey Club Enterprise Sustainability Global Research Institute Paper No. 2025/145, available at SSRN: https://ssrn.com/abstract=5500098 or http://dx.doi.org/10.2139/ssrn.5500098. The paper […]
Exxon Vote Capture: approved. They applied for a no-action letter from the SEC Staff. It won approval on the same day. It is disheartening that Staff of a government agency would condone corporate vote rigging by authorizing the violation of the rules. (more…)
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 […]
nCino 2025. I have proposal #5 to Declassify the Board. (more…)
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 […]
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…)
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 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 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 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…)
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 […]
Integrating individual voting through technological advancements and the increasing influence of ESG considerations will likely redefine materiality in corporate governance.
Snowflake 2024 Proxy Votes. James McRitchie’s proposal for the annual election of all directors is one of several items to be voted on before or during the Snowflake Inc. (SNOW) annual meeting on July 2, 2024, at 9 a.m. Pacific time. Attend the annual meeting online or in person. I suggest you vote in advance. However, […]
nCino 2024. Vote FOR #5 Elect Each Director Annually, AGIANST all Board proposals, except the auditor
Tesla 2024 Proxy Votes. James McRitchie’s Proposal for the annual election of all directors is one of several items to be voted on before or during the Tesla (TSLA) annual meeting on June 13, 2024, at 1:30 a.m. Pacific time. Attend the annual meeting online or in person. I suggest you vote in advance. However, you […]
Cognizant 2024
Concentration of Wealth negatively impacts community and the environment. How bad is it (BAD)? What can be done? Just a few quick thoughts on Memorial Day morning.
DexCom 2024 – Vote AGAINST Sayer, Altman, Augustinos, Collins, Dahut, Heller, Malady, Auditor, Pay. Vote FOR Driscoll, Foletta, Topol, Pay, Pay Equity Disclosure, Transparency in Lobbying
Boeing 2024. James McRitchie’s Proposal for a Paygap report is one of several items to be voted on before or during the Boeing Company (BA) annual meeting on May 17, 2024, at 5:30 a.m. Pacific time. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote during the meeting with […]
Marriott 2024. Myra K. Young and James McRitchie’s proposal for a Paygap report is one of several items to be voted on before or during the Marriott International (MAR) annual meeting on May 10, 2024, at 5:30 a.m. Pacific time. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote […]
IBM 2024 Proxy. Vote Against Brown, Buberl, Farr, Krishna, Liveris, Miebach, Pollack, Waddell, Zollar, Rubash, Pay, and #5 China; FOR #4, #6, #7, #8 on Lobbying, Written Consent, Climate Lobbying, and CO2 Targets.
Intuitive Surgical 2024. James McRitchie’s proposal for a Paygap report is one of several items to be voted on before or during the Intuitive Surgical (ISRG) annual meeting on April 25, 2024, at 3:00 p.m. Pacific. Attend the annual meeting in person or online. I suggest you vote in advance. However, you can also vote during […]
Kellanova 2024. Myra K. Young and James McRitchie’s proposal for a Paygap report is one of several items to be voted on before or during the Kellanova Company (K) annual meeting on April 26, 2024, at 10:00 a.m. Pacific. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote during […]
Northern Trust 2024 proxy. James McRitchie’s proposal to Ascertain Client Voting Preferences is one of several items to be voted on before or during the Northern Trust annual meeting on April 16, 2024, at 8:30 a.m. Pacific. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote with your […]
Moody’s 2024. Vote Against compensation committee directors Howell, Forlenza, Hill, Serafin, and Van Saun. AGAINST the Auditor, Pay, #4, FOR item #5 Special Meetings. See also my note on Automatic Voting and why funds and advisors need more complex voting guidelines.
Procter & Gamble 2023. Our proposal for Fair Elections is just one of several issues to be voted on before or during the Procter & Gamble (PG ) annual meeting on October 10, 2023, at 9:00 a.m. Pacific. Attend the annual meeting online. I always recommend that you vote in advance. However, you will also […]
AVAV 2023. Board Declassification is just one of several issues to be voted on before or during the AeroVironment (AVAV) annual meeting on September 29, 2023, at 9:00 am Pacific. Attend the annual meeting online. Vote in advance. To vote in person at the virtual annual meeting, you must first obtain a valid legal proxy […]
Electronic Arts 2023. Ratification of Termination Pay is just one of several issues to be voted on before or during the annual meeting on August 10, 2023, at 2:00 pm Pacific Time. Attend the annual meeting online. Vote AGAINST all directors except Kofi Bruce; Against pay, auditor; FOR proposal #5 Require Termination Pay Ratification. (more…)
Veeva Systems 2023. Fair Elections is just one of several issues to be voted on before the annual meeting at 8:00 am Pacific on June 21, 2023. Vote AGAINST Paul Sekhri; FOR Fair Elections #4. Join the meeting with your control number. (more…)
Impinj 2023. Fair Elections is just one of several issues to be voted on before the annual meeting at 9:00 am Pacific on June 8, 2023. Vote AGAINST Gibson, Padval, and Sanghi; FOR other items, especially fair elections. Join the meeting with your control number. (more…)
Walmart 2023. Fair Elections is just one of several issues to be voted on before the annual meeting at 8:30 am Pacific on May 31, 2023. Vote AGAINST Flynn, Harris, Horton, Mayer, Penner Stephenson, pay, auditor, #8, #11; FOR Fair Elections #9 and most other shareholder proposals. Join the meeting with your control number. I […]
Chipotle Mexican Grill 2023. Fair Elections is just one of several issues to be voted on before the annual meeting at 8:00 am Pacific on May 25, 2023. Vote AGAINST Baldocchi, Engles, Fili-Krushel, Gutierrez, Niccol, Winston, pay, auditor; FOR Fair Elections #5, Free Association #6. You cannot just join the meeting with your control number. […]