Individual investors who file shareholder proposals have played a significant and consequential role in advancing sound corporate governance. Yet their contribution is often overlooked. Recent debate over the shareholder proposal process has drawn strong responses from institutional investors, faith-based investors, and pension funds seeking to protect shareholders’ ability to engage companies through proposals. Missing from […]
Proxy Season: Governance Still Wins Proxy Season results for James McRitchie so far in spring 2026 look remarkably similar to our strong 2025 season. Last year, we filed 20 proposals directly, losing five and winning fifteen, mostly through agreements. This year, based on results to date, we again show 15 wins, with 4 losses and […]
Les Greenberg’s Financial Statement Analysis: A Self-Defense Manual for Independent Investors is neither a conventional accounting textbook nor a promise of effortless market-beating returns. It is a practitioner’s guide built around a more modest—and more useful—goal: helping ordinary investors avoid preventable mistakes. Greenberg combines basic accounting, behavioral finance, cautionary history, personal experience, and a spreadsheet-based […]
This draft outlines ideas for discussion at The Future of Equity: Silicon Valley Employee Ownership Symposium, June 28-30, Palo Alto, CA. The objective is not simply to give employees stock to enable them to save for retirement or to incentivize them to work “harder.” It is to create forms of ownership that increase participation, improve […]
Columbia Sportswear 2026. Our proposal for proxy access is one of several items to be voted on before or during the annual meeting on June 10, 2026, at 3 p.m. Pacific time. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote during the meeting with your control number […]
This post on three shareholder rights advocates examines the history and impact of individual shareholder activism in the United States through the figures of Lewis Gilbert, John Chevedden, and James McRitchie. Note: After I posted this article, Carl Hagberg reminded me, in case you or any other governance geeks like us might be interested, there […]
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 […]
The recent UK-based EY analysis, How capital allocation can rebalance capitalism in a changing world, offers a timely and largely accurate diagnosis of the system’s current tensions. Capitalism, the authors argue, is not failing; it is delivering precisely what its incentives reward—efficient allocation of capital toward short-term financial returns, scale, and market dominance. This framing […]
Virtual-only shareholder meetings were sold as a tool for broader access, but new evidence shows they are increasingly used to control dissent, filter investor questions, and weaken accountability. Drawing on Miriam Schwartz-Ziv’s groundbreaking research and years of shareholder experience, this post explains how virtual AGMs silence investor voice—and what reforms are needed to restore transparency […]
A chance conversation about a recently decided CalSTRS case against Meta sparked a deeper question: what happens when ownership becomes too concentrated? From the top 1% holding nearly a third of U.S. wealth to billionaires quietly accumulating 11% of Hawaiian land, the implications reach far beyond the geography of inequality to economics, corporate governance, fiduciary […]
Majority vote requirements should be the election standard at every company where directors are unopposed. 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. Majority Vote Requirements are key. Get that right, and we […]
CorpGov.net 2025 Proxy Season Results exceeded our historical average, likely because we filed only 20 proposals directly. As you can see, we failed at five companies but won at fifteen, mostly by reaching agreements. “Winning” by agreement required more careful deliberation and cooperation than winning by vote. Disproportionately, those won by vote may never be […]
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 […]
Alarm.com Holdings 2022 annual meeting will be in-person only on June 2, 2022, at 9:00 am Eastern, 8281 Greensboro Drive, Suite 100, Tysons, Virginia. I recommend voting in advance, especially since many companies cut off voting as soon as proposals have been presented. To enhance corporate governance and long-term value, vote Against Clarke, Whall, auditor, pay; FOR #4 Proxy […]
SEC to Protect Shareholder Rights in 2021 Shareholder rights in 2021 will strengthen if recent speculation is realized. U.S. Senate Democrats aim to undo Trump-era shareholder voting rights rule. Shareholder Rights in 2021: History As discussed elsewhere on CorpGov.net (Review: Carl Gershenson). After its founding, the SEC was largely a champion of shareholder rights, requiring companies […]
The Giant Shadow of Corporate Gadflies, by Yaron Nili and Kobi Kastiel, (download at SSRN) is one of the more objective reviews of the recent influence of “gadflies” on corporate governance in America. It might have been even better if the authors had discussed their work with the subjects of their study – the gadflies. (Disclosure: […]
SEC Trampled Rights. September 23 was a bad day for shareholders, society, and the environment. It was an action typical of the Trump Administration, where political appointees work counter to the missions of regulatory bodies. The only significant “support” for the amendments from shareholders came from a few fake letters, which Chairman Clayton read into […]
Proposals & shareholders are under attack by the SEC. Review finds no necessity for SEC proposed rules and a likely market cost of billions of dollars in American wealth. (more…)
MALEK: Working from within, is an op-ed that appeared the Yale Daily News, on January 13, 2020. Gabriel Malek makes critically important points that need to be heard, especially by students but also by CorpGov.net readers who want to work with them. Malek’s key message: While students fight for divestment, also fight for shareholder engagement and […]
Sock puppets are trying to generate another round of astro-turf comment letters to the SEC. Proxy advisors do NOT file shareholder proposals. Your money is NOT being stolen to pay for abortions. Shareholder proposals are nonbinding and do NOT give money to anyone. This YouTube video is full of lies made up by fake organizations […]
I posted one of several responses to the following question on Quora: Do you find investing in the stock market a good investment strategy or a scam? I thought my blog readers may also be interested in what I posted to Quora. Here it is with minor changes. (more…)
IRBT (iRobot Corporation) designs, builds, and sells robots for the consumer market worldwide. Most shareholders do not vote because reading through 70+ 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 these posts related […]
Standing Voting Instructions: Empowering the Excluded Retail Investor by Jill E Fisch just could be the most important article on corporate governance this year… if it is widely read and acted on. Download at ecgi, Penn Law or SSRN. The above photo is from Small Investors Support the Boards. But Few of Them Vote, The New York […]
The draft Financial CHOICE Act, among other things, would take away a shareholder’s choice to file proxy proposals, their choice to refile similar proposals in subsequent years, their choice to use an agent to help them file and their right to choose from competing candidates unless they attend the meeting in person. The draft Financial […]
The Department of Labor (DOL) rescinded Interpretive Bulletin 2008-2 relating to the Exercise of Shareholder Rights and replaced it with Interpretive Bulletin 2016-01 which reinstates the language of Interpretive Bulletin 94-2 with some modifications. US SIF supports this change as IB 2008-2 was not only inconsistent with prior guidance, but may have discouraged ERISA plan fiduciaries from […]
The so-called Commonsense Principles of Corporate Governance are posted here mostly for my future reference, since I don’t know how long others will keep them on the internet. The authors are no radicals, but are a group of 13 executives from the country’s largest public companies and institutional investors… very much mainstream CEOs. Almost half hold both […]
TK Kerstetter of Boardroom Resources, LLC, interviews James McRitchie, Publisher of CorpGov.net and Shareholder Advocate. I’ve pasted TK’s intro and video from Inside America’s Boardrooms below, followed by some additional comments. I hope you enjoy the show. (more…)
The Australian Government is set to repeal an existing provision in the Corporations Act that allows 100 shareholders the flexibility to require a company to convene an extraordinary general meeting (EGM) to consider a resolution outside of the annual meeting process. Business lobbyists including the Business Council of Australia (BCA) and the Australia Institute of […]
Facebook $FB, is one of the stocks in my portfolio. Their annual meeting is coming up on 5/22/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 5/19/2014. I voted with management 0% of the time. View Proxy Statement. Read Warnings below. (more…)
Apple Inc. (NASD:AAPL) is one of the stocks in my portfolio. Their annual meeting is coming up on 2/28/2014. ProxyDemocracy.org was down for maintenance when I checked and voted on 2/19/2014, so no voting advice there. I checked a few other sources such as CalPERS, Florida SBA and OTPP but none had disclosed their votes on their sites as of yesterday. I voted […]