Reference Information

Investment and Voting Decisions

Recent public examples: shareholder-initiated determinations of investor interests

Early public examples: supporting management decisions

Governance and Marketplace Policy Considerations

Evolving requirements of investor communications

Support of leadership responsibilities

Investment and Voting Decisions

Recent public examples: shareholder-initiated determinations of investor interests

• Investor views of a news publishing model: September 30, 2020 Forum Report to Shareholders: The New York Times Company, 2020 Investor Interests [PDF copy] (determination of specific elements considered by investors to anlayze progress of a news publisher's adaptation to new conditions, for application to decisions about the subject company and as a benchmark for analyses of other publishing companies)

• Support for alternative management: September 27, 2019 Forum Report to Shareholders: 2019 HC2 Holdings Shareholder Survey [PDF copy] (survey of microcap diversified holding company's shareholders to determine levels of support for existing management, resulting in a proxy challenge and negotiated reconstitution of the board)

• Support for existing management: November 19, 2018 Forum Report: 2018 Otelco Shareholder Survey  [PDF copy] (survey of microcap company's shareholders that confirmed support for management's strategies and capitalization policies; note: project also provided confirmation of satisfactory current response patterns and tested distribution processes to all segments of beneficial owners of shares)

Early public examples: supporting management decisions

[Note: The Shareholder Forum initiated survey projects in 2008 when viable technologies became available, but temporarily suspended active support of the process in 2011 when the proliferation of electronic surveys raised concerns about meaningful participant responses. For applicable policies during that period, see 2009 Forum Policy: Independent Surveys of Investor Views.]

• Adrian Steel: March 22, 2011 Report: Survey of Adrian Steel Company Shareholders - Ranking the Importance of Investor Interests (management initiated survey of thinly traded company's shareholders to determine acceptable provisions for going private)

• Johnson & Johnson: April 2, 2010 Report: Survey of Johnson & Johnson Shareholders | Voting Criteria and Information Requirements for 2010 Annual Meeting (company management initiated survey to determine what information would be considered in voting decisions about “say on pay” and other governance issues)

• Siemens: January 6, 2010 Report: Survey of Information Needed for Voting on Settlement and Compensation Issues (shareholder association supporting management initiated survey of what U.S. investors wanted to know for voting on proposed settlements of claims and executive compensation)

• Dover Motorsports: November 9, 2009 Report: Survey of Shareholder Objectives (dissident initiation of survey to determine shareholder pricing thresholds for proposed management sale of company)

Governance and Marketplace Policy Considerations

Evolving requirements of investor communications

Decade history of marketplace and regulatory definition of standards, adapted to current technologies, for understanding and addressing shareholder decision-making interests

• E-Meetings Review: A weekly publication of relevant developments for the Shareholder Forum’s 2010 program that established consensus standards for Electronic Participation in Shareholder Meetings, reported for Forum participants by Avital Louria Hahn; for an indexed file of all Focus Reports, click here (42 pages, 1.2 MB in PDF format)

  • May 14, 2010 Issue

    • Participant Questions and Comments: Focus on a "continuum" of investor communications

    • Focus Report: "Intel’s New Moore’s Law for Shareholder Communications"

  • June 18, 2010 Issue

    • Focus Report: "Why Wait for the Annual Meeting?"

  • July 30, 2010: Final Issue

    • Focus Report: "Corporate Competition for Investor Support"

• October 14, 2010 Forum Report: SEC Invitation of Comments on Proxy System Reform

• First Quarter 2011, Directors & Boards: cover story, "Fixing the Annual Meeting"

• December 20, 2012 Forum Report: Adapting to a Consolidation of Communication Services

• May 21, 2014 Forum Report: Questions About Shareholder-Hosted Meetings of Shareholders

• January 5, 2018 TheCorporateCounsel.net: "Investor “One-on-Ones”: Pushing the FD Envelope?"

• First Quarter 2018, Directors and Boards (subsequently re-published April 16, 2018 online): "Shareholder Engagement: BlackRock, CalSTRS, among other investors, upping pressure on boards"

• November 19, 2019 Wall Street Journal: "Companies Adjust Financial Communications to Resonate With Humans and Robots"

• November 19, 2019, Alon Brav of Duke University, Matthew D. Cain of the University of California, Berkeley, and Jonathon Zytnick of Columbia University posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Retail Shareholder Participation in the Proxy Process: Monitoring, Engagement, and Voting"

• December 23, 2019, Lex Suvanto and David Carey of Edelman posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Wake Up Call for Corporate Leaders"

Support of leadership responsibilities

Progressive development of policies supporting primary responsibility of corporate management for communications addressing shareholder interests, above, while also enabling effective shareholder initiation of issue definition

• July 18, 2012 Forum Report: Winning Investor Support of Long-Term Corporate Success [CFA Institute "Visionary Board Leadership - Stewardship for the Long Term"]

• August 20, 2012 Forum Report: Responsibilities of Directors for Investor Communications [Business Roundtable "Principles of Corporate Governance"]

• March 11, 2014 Forum Report: The Conference Board’s Task Force Definition of Responsibilities for Investor Access

• June 5, 2014 Forum Report: Support for Shareholder-Initiated Engagement

• July 30, 2014 Forum Report: Supporting the Definition of Issues to Be Considered by Investors

• August 11, 2014 Forum Report: Corporate Responsibilities for Issue Definition and Information Access

• January 5, 2015 Forum Report: Conclusions of Program for Fair Investor Access, Responding to Activism

• October 18, 2018, Millstein Center at Columbia Law School: "Commonsense Principles of Corporate Governance 2.0"

• March 26, 2019, Ronald J. Gilson and Jeffrey N. Gordon of Columbia Law School posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Board 3.0: An Introduction"

• July 31, 2019, David Shaw, editor, in Directors & Boards Issue: Annual Report 2019: "How Well Do You Really Know the Shareholders You Represent?" 

• August 23, 2019, Leo E. Strine Jr. of the Delaware Supreme Court and Antonio Weiss of the Harvard Kennedy School, published by The New York Times: "Why Isn’t Your Mutual Fund Sticking Up for You?"

• August 30, 2019, Stephen Davis of Harvard Law School posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Closing the Information Gap"

• November 15, 2019, Ira M. Millstein interview by The Wall Street Journal: "The Boardroom Sage Who Was Into Good Governance Before It Was Cool"

• December 30, 2019, Matteo Tonello of The Conference Board and Matteo Gatti of Rutgers Law School posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Board-Shareholder Engagement Practices"