Shareholders & Activism

This week’s governance, compliance and risk-management stories from around the web – Thursday May 22 marked the peak of the US AGM season, according to ISS Corporate analysis, with 137 Russell 3000 companies convening shareholders – more than any other day this year. This milestone comes amid a notable decline in shareholder proposal submissions and a sharp rise in omissions, driven in part by new SEC guidance requiring greater economic relevance. – At its 2025 shareholder meeting, Amazon CEO Andy Jassy defended the company’s aggressive $100 bn investment in artificial intelligence, positioning it as essential to competing with Microsoft and…

In today’s fast-moving capital markets, the proxy statement has become more than a formal document to meet SEC compliance requirements. It serves as the cornerstone of a company’s communication, reaching shareholders and stakeholders alike — including employees, regulators and customers. This evolution reflects the growing importance of the proxy statement as a platform to showcase a company’s strategy, values and commitments amid increasing scrutiny over operations and ethical practices. Click hereto download the report >> Crafting a proxy statement that resonates with diverse audiences demands a meticulous process. At the helm of this effort lies the corporate secretary’s office, working…

Agency’s responses to no-action requests under increased scrutiny following new guidance The SEC has denied a request by The Travelers Companies for the go-ahead to exclude a shareholder proposal on its climate reporting. SEC decisions under the 14a-8 process are garnering particular attention this proxy season since the division of corporation finance released revised guidance, Staff Legal Bulletin (SLB) No 14M, on February 12. The new guidance rescinds SLB No 14L, which the division released in November 2021. Both bulletins focus on two possible bases for a company to argue that it may omit a proposal from its proxy statement:…

Analysis of SEC decisions suggests companies may not always get what they want New SEC guidance does not seem to guarantee that companies will succeed in asking for the go-ahead to exclude shareholder proposals on the grounds that they relate to their ‘ordinary business operations.’ That’s according to a provisional analysis by Governance Intelligence of the roughly 60 14a-8 decisions handed down by the division of corporation finance since it released Staff Legal Bulletin (SLB) No 14M on February 12. It suggests that any changes in the division’s approach to no-action requests may not be as black-and-white as some companies…

Concise content, capturing imagination and e-snowmobiles: attracting the interest of a younger audience In a bid to keep up with the investing youth, many publicly listed companies are shifting their outreach and marketing efforts to meet the preferences of their various stakeholder audiences. This much is not new to most IR teams, who have been looking into video, social media and other online formats to connect with the next generation of stakeholders, in particular ‘gen Z’ (those born between 1997 and 2012). Making the most of these channels was the focus of a recent Governance Intelligence sister site IR Impact…

This week’s governance, compliance and risk-management stories from around the web – Reuters reported that Berkshire Hathaway has joined a growing list of US companies to publicly change their approach to discussing their commitment to diversity, equity and inclusion (DEI). Berkshire’s annual report includes a section describing how the organization’s 189 operating businesses depend on human capital and resources and that each establishes practices to attract and retain employees. Last year’s report said the businesses achieved this in part through hiring practices ‘intended to identify qualified candidates and promote diversity and inclusion in the workforce.’ This year’s report omitted the…

Governance Playbook ‘Your AGM, your investors, your engagement: Bringing them together for a successful governance program,’ sponsored by BetaNXT, offers corporate secretaries and other governance professionals practical guidance from experts on how to successfully combine your company’s year-round shareholder engagement, shareholder data, AGM and elements such as the proxy statement. It includes helpful, actionable insights from the in-house, investor and advisory sides in areas such as best practices for hosting AGMs, including details from award-winning meetings. Click hereto download the report >> Key findings include: Data is becoming a more important part of the AGM process. Companies can review and…

Shifts in corporate governance trends mean companies need to adjust With the shareholder meeting season rapidly approaching it is important for companies to be aware of the shifts in corporate governance trends. To that end, companies need to know not only which institutional investors own their stock but also how they behave. For example, do they outsource their voting decisions or are decisions made internally? And if decisions are made in house, which teams own or participate in the voting decision —the investment team or the stewardship team? Also, to muddy the waters even more, institutions may have loaned their…

Board among those that have opposed efforts to undermine diversity efforts Costco Wholesale Corporation shareholders have overwhelmingly voted against an anti-diversity, equity and inclusion (DE&I) resolution that the company’s board recommended against. At a time when other US companies are facing similar proposals and other anti-ESG pressures, the proposal garnered just 1.7 percent of the votes cast at Costco’s January 23 AGM. Costco is not alone in facing anti-DE&I shareholder proposals this proxy season. Nor is its board alone in objecting to them. Apple’s board is currently urging shareholders to vote at its February 25 AGM against a proposal asking…

Companies ponder how to keep talking about sustainability We’re coming to the end of ‘off season’ – when many companies go out on the road to engage with key institutional investors ahead of their annual shareholder meeting. According to a recent survey from sister site IR Magazine, around two thirds of IR teams say they have a program of activities focused on governance issues away from AGM season. It’s a practice that has increased as investors have taken a growing interest in ESG issues, offering the chance for senior management including governance professionals – and in some cases board members…