Investors Object to Virtual-Only Annual Meetings

Some companies are hoping to avoid in-person challenges at the annual meeting by scheduling virtual-only online session. The Council of Institutional Investors, whose members have $3 trillion in assets under management, has also spoken out strongly opposing virtual only meetings and the pension funds of New York City are voting against directors serving on board Governance Committees of companies moving to virtual-only meetings. Of course, in-person meetings enhanced by virtual participation for those who cannot otherwise attend is entirely different and should be encouraged.

The Sisters of Saint Francis of Philadelphia have taken the lead in challenging these decisions with shareholder resolutions at ConocoPhillips and Comcast. The Conoco resolution has already been cofiled by the Church of the Brethren Benefit Trust and the Needmor Fund, a Walden client. The Sisters have also filed a similar resolution with Comcast.

Walden’s Tim Smith stated, “The decision to move an annual meeting to cyberspace has moved far beyond a minor internal management decision and become an important governance matter for companies. Imagine if companies facing major controversies had decided to forgo physical meetings. If a company faces debate on their comp package or its climate change position or has votes on shareholder resolutions it is also a problem to have a disembodied discussion on line for a stockholder meeting.“

Japan’s big corporates shift to provide AGM agendas online

Japanese firms are beginning to release the topics and agendas of their annual shareholders’ meetings online, before they send them out by mail to investors. The development comes in response to growing calls from international investors.Some of the key firms that have decided to release online notices in advance this year include Yakult Honsha, a Japanese drinks maker, along with Meitec, a major staffing business.

Source: Japan’s big corporates shift to provide AGM agendas online

Tough Questions for Ford’s Virtual Annual Meeting

On Thursday May 11, the National Center for Public Policy Research’s Free Enterprise Project (FEP) will seek to ask Ford Motor Company executives if they believe there is a reputational risk and potential consumer backlash from advertising on television news programs hostile to the Trump Administration. FEP representatives are hoping for the opportunity to pose this tough question during Ford’s first online-only shareholder meeting.

“Ford executives will be tested to see if they are willing to tackle hard questions at a virtual shareholder meeting where they control access,” said National Center Vice President David W. Almasi. “When liberal politicians wanted to avoid angry constituents during the Tea Party movement, they held virtual meetings to avoid uncomfortable interaction. We are hoping Ford executives will not employ the same strategy. Annual meetings are the one time a year when shareholders can question corporate leadership. To restrict that opportunity would be a disservice to the investment community.”

The Ford shareholder meeting will be held on May 11 at 8:30AM eastern in an audio-only format accessible through the Ford website.

Duke Energy Is Afraid to Meet Shareholders in Real Life

Duke Energy is taking the coward’s way out.  Their annual meeting this year will be virtual only.  “This year we are excited to hold the Annual Meeting exclusively online for the first time via live webcast.”  They then go on to say: “This format enables us to use technology to open our Annual Meeting to shareholders from all over the world and improve our communications with them. We want to make sure that all of our shareholders have the opportunity to participate in the governance of the Corporation, and the live webcast will help accomplish this…The online format will also allow us to communicate with you in advance of the Annual Meeting via a pre-meeting forum that you can enter by visiting Through the use of our pre-meeting forum, you can submit questions in writing in advance of the Annual Meeting. As a result, we will be able to answer more questions than we were able to answer at previous meetings by posting written answers online to any questions that we do not have time to answer during the Annual Meeting.”

We strongly encourage shareholders to take advantage of this opportunity and submit their questions online and we will post any worthwhile exchanges. We also encourage investors to raise their concerns with the lead director:

Michael G. Browning  (

or by mail: c/o Ms. Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary
Duke Energy Corporation
P.O. Box 1414
Charlotte, NC 28201-1414

We cannot help wondering whether the presence of significant shareholder proposals on this year’s proxy, including proposals on disclosure of lobbying expenses, a report on climate change impact, and the public health risk of the coal business may be the reason that the executives and board members do not want to look shareholders in the eye. It also makes us skeptical of this statement in the proxy: “Your participation as a shareholder is important to us.”

Citi, Wells Fargo, and BofA: Will Shareholders Stand Up? – Fortune

At Citi, Wells Fargo, and Bank of America’s shareholder meetings on Tuesday and Wednesday, we will witness just how much we now depend on investors at the largest banks to protect us from worldwide economic collapse. At the same time, we’ll also likely realize that very few shareholders are actually willing to speak up to safeguard us.The mega-banks’ shareholder meetings come at a critical moment for the brand of capitalism that has been dominant over the past few decades. As the primary election campaigns have shown, many Americans are actively debating the appropriate role of corporations in society. The big banks’ actions and considerable might are under scrutiny, and for good reason.

Source: Citi, Wells Fargo, and BofA: Will Shareholders Stand Up? – Fortune