Thanks to Evan Epstein for his thoughtful Who Controls Anthropic? (Boardroom Governance Newsletter #81, October 6, 2026). As Anthropic prepares for what could be one of the largest IPOs in history, Epstein rightly argues that the most important question is not valuation, revenue or competition with OpenAI. It is who will control the company. Thanks […]
State treasurers and investor advocates mobilize to defend Rule 14a-8, which has allowed them to file advisory shareholder proposals since 1942. Dismantling the shareholder-proposal process would silence an essential early-warning system, increase litigation, and shift power from shareholders to corporate management. Jump to How to Defend Rule 14a-8. Jump to Petition on SEC Rule 14a-8 […]
Texas Raising the Bar: At Stake for Shareholder Voice and Democracy The recent corporate-law reforms in Texas are not just a technical tweak, raising the bar. They reframe who gets to put business before shareholders and who can credibly challenge management. Texas Business Organizations Code § 21.373 (adopted via S.B. 1057, effective Sept. 1, 2025) […]
Fiduciary duty did not begin as a doctrine about abstraction. It began as a response to vulnerability. In its equitable origins, fiduciary obligation emerged in the English Court of Chancery to restrain those who exercised discretionary power over the property or interests of another. Trustees, agents, guardians, and partners were bound not because they managed […]
Rule 14a-8: A Cautionary Tale About Abandoning Shareholder Voice Alan Palmiter’s recent essay, Rule 14a-8: A Failed Experiment in Merit Regulation (Still), offers a troublesome critique of the SEC’s long-standing role as arbiter of shareholder proposal “merits.” His diagnosis will resonate with many who have spent time in the trenches of Rule 14a-8. We have […]
David Brooks argues that Donald Trump and the MAGA movement have co-opted the revolutionary playbook of the radical left. His October 2025 column, “Hey, Lefties! Trump Has Stolen Your Game,” is correct that MAGA borrows left-wing rhetorical tools—anti-elitism, distrust of institutions, and even the performance of rebellion. But he misreads what those ideas meant in […]
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 […]
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 […]
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…)
Proxy Voting at Norges: A “Must” Listen Proxy Voting at Norges is vital to shareholders worldwide since they own about 1.5% of most equities. Today’s investors increasingly engage with corporations on ESG risks through various avenues like management interactions, voting, and divestment. Norway’s sovereign wealth fund, a significant stakeholder in global companies with $1.7T in […]
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 […]
Pay Equity Disclosure 2023 is a hot topic for CorpGov.net thanks to assistance from Julia Cedarholm of Arjuna Capital, who contributed to their groundbreaking Racial and Gender Pay Scorecard. Arjuna’s efforts in this area and their reports since 2018 are impressive. Over the last seven years, 143 shareholder proposals requesting pay gap disclosures have been filed […]
Alarm.com Holdings 2021 annual meeting is June 9, 6 AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit here. You will need the 16-digit control number provided on your proxy card or voting instruction form. Warning: You will need to obtain a legal proxy and upload it at least 2-3 […]
2U 2021 annual meeting is June 3, noon Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit here. You need your control number. I recommend voting in advance. To enhance long-term value. Vote AGAINST all directors, Pay, Auditor; FOR Elect All Directors Annually. (more…)
True Shareholder Democracy? Jeff Sommer at the New York Times thinks he’s glimpsed the future. (A Glimpse of a Future With True Shareholder Democracy) He is off the mark but focuses on a fundamental issue, John Coates’ The Problem of Twelve. Should twelve people control US public companies? True Shareholder Democracy? More important than INDEX’s […]
Amazon Shareholders Unite Amazon Shareholder Unite for two two-way dialogues. Last summer I warned that chat rooms are the key missing ingredient at virtual shareholder meetings. Chat rooms before and after meetings would allow shareholders to interact informally with each other and with corporate representatives, as they do at in-person meetings. Virtual chat rooms would […]
WD-40 2020, where employee voice and empowerment is on the ballot. The WD-40 2020 annual meeting is Tuesday, December 8th. To enhance long-term value, vote AGAINST the auditor and FOR all other items, including #4. $WDFC (more…)
Chipotle Mexican Grill, Inc. (CMG), together with its subsidiaries, operates Chipotle Mexican Grill restaurants. As of December 31, 2017, it operated 2,363 Chipotle restaurants throughout the United States, as well as 37 international Chipotle restaurants; and 8 non-Chipotle restaurants. Most shareholders do not vote because reading through 70+ pages of the proxy is not worth […]
PayPal Holdings (PYPL), operates as a technology platform company that enables digital and mobile payments on behalf of consumers and merchants worldwide. Its payment solutions include PayPal, PayPal Credit, Braintree, Venmo, Xoom, and Paydiant products. Most shareholders do not vote because reading through 100+ pages of the proxy is not worth the time for the small […]
Intel Corporation (INTC), designs, manufactures, and sells computer, networking, data storage, and communication platforms worldwide. Most shareholders do not vote because reading through 100+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read […]
United-Guardian (UG), United-Guardian, Inc. manufactures and markets cosmetic ingredients, personal care products, pharmaceuticals, medical lubricants, healthcare products, and specialty industrial products in the United States and internationally. Most shareholders do not vote because reading through the proxy is not worth the time for the small difference your vote will make, although this one is only 16 […]
Charles Schwab Corporation (SCHW), through its subsidiaries, provides wealth management, securities brokerage, banking, asset management, custody, and financial advisory services. Most shareholders do not vote because reading through 100+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I voted and why. […]
3D Systems Corporation (DDD), through its subsidiaries, provides three-dimensional (3D) printing products and services worldwide. Most shareholders do not vote because reading through 50+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I voted and why. If you have read these posts […]
Ford Motor Company (F) designs, manufactures, markets, and services a range of Ford cars, trucks, sport utility vehicles, and electrified vehicles; and Lincoln luxury vehicles worldwide. Placing a big bet on the continued profitability of gas guzzling SUVs and trucks, they recently announced phasing out most sedans. Most shareholders do not vote because reading through […]
Invesco Ltd. (IVZ) provides investment management services to retail clients, institutional clients, high-net worth clients, public entities, corporations, unions, non-profit organizations, endowments, foundations, pension funds, financial institutions, and sovereign wealth funds. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote […]
Gilead Sciences (GILD), a biopharmaceutical company, discovers, develops, and commercializes therapeutics in the areas of unmet medical needs in the United States, Europe, and internationally. Most shareholders do not vote because reading through 80+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you […]
3M Company (MMM) operates as a diversified technology company worldwide. Most shareholders do not vote because reading through 80+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I voted and why. If you have read these posts related to my portfolio for the last […]
NorthStar Asset Management, Inc., a Boston-based wealth management firm, announced that it has published a white paper outlining its perspective on the issue of domestic (U.S) prison labor in company supply chains, and recommending best practices for companies and investors to uncover and respond to abusive labor practices. Prison Labor in the United States: An […]
Lobbying disclosure remains a top shareholder concern for the 2018 season, as evidenced by proposals filed at 50 companies by 74 institutional and individual investors. A coalition is asking for lobbying reports that include federal and state lobbying payments, payments to trade associations used for lobbying, and payments to any tax-exempt organization that writes and endorses […]
Compensation: The Difference it Makes Compensation. Most Americans think CEOs of the 500 largest publicly traded corporations are overpaid, even though they think CEOs made less than a tenth of what they actually earn. The Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 1,202 individuals — representative by gender, race, […]
The Culture Impact: Values, Attitudes & Strategic Directions Culture impact in corporate governance got a big boost with NACD Blue Ribbon Commission report Culture as a Corporate Asset. A brave panel tackled the topic, The Culture Impact: Values, Attitudes & Strategic Directions, at the Corporate Directors Forums I attended in San Diego. Like all Corporate Directors Forums, this […]
Benefit corporation governance provides increased accountability. Most of our financial capital is allocated and stewarded through a system that has a primary goal of creating financial return. This goal directs the real economy, where shareholders treat corporations as accountable for financial results, but not for their economic, social or environmental impact. (more…)
Directors Forum 2018: Directors, Management & Shareholders in Dialogue brings together investors, directors and management to engage in open, off-the-record dialogue about today’s pressing governance issues. Speakers will put a spotlight on the escalating impact of “corporate culture” on business success. Hosted by Corporate Directors Forum, Directors Forum 2018 will be held on January 21-23, […]
Research Assistant Vacancy for a Project on Corporate Governance Applications for the post of research assistants are invited from the students who are passionate about contemporary issues in corporate governance. Work is remunerated with provision for performance based bonus and other referral opportunities at the end of the tenure. Assignment will begin from 17th April & will […]
ISS’s 2015-2016 global voting policy survey indicate investors are prepared to vote against directors at companies that ignore shareholders wishes and adopt proxy access mechanisms with overly burdensome ownership requirements. An overwhelming majority of investors said ISS should issue negative director recommendations if a shareholder proposal to provide proxy access receives majority support and a […]