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  1. Proxy access is now almost inevitable at most large companies. The real story reporters have failed to investigate is the difficulty in meeting what has become the standard set of company bylaws in this area, primarily the restriction that limits shareholder groups to 20 members. Companies look at the last reporting quarter and will tell you they have 90 funds with an average holding of 0.15% (1/20th of the required 3%). What reporters have failed to notice is that typically 1/2 of those funds nave not held that 0.15% continuously over the last 3 years (12 quarters).

    Additionally, the largest funds that can use proxy access most easily won’t. 50/50 Climate Project has shown that funds running a company’s retirement program are less likely to vote against them. See They are also less likely to file a proposal at a company where they hope to run the retirement program. In fact, I don’t think Vanguard, Fidelity, BlackRock, etc. have ever filed a proxy proposal. If they won’t file a proxy proposal, which takes a minimal amount of work, they won’t invoke proxy access. That would most likely be done by public pensions, union funds or SRI funds… none of which hold enough shares alone. Even when 20 of the largest such funds combine, they fall short of 3% of shares at most companies held continuously for the years.

    Forget about why companies differ over proxy access. Look into why most proxy access is window dressing and why so many funds are voting against proposed amendments to lift the 20 member group . I’m not suggesting there is anything like a conspiracy between corporations and the large private funds that run their retirement programs. However, the conflict of interest has nearly the same net result as intentional collusion.

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