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Retail Investors Take the Mic: Engaging the Modern Shareholder

Retail Influence on the Rise The 2025 proxy season highlighted a paradox the OPTIMIZER has long noted: retail shareholders are more important than ever, yet remain seriously under-engaged when it comes to actually voting their proxies. At many large-cap companies, retail investors controlled nearly 40% of shares, but only 28% of those shares were voted—a nine-year low. And this number, please note well, is largely made up of broker votes, which...

2025 Was The 90th Anniversary Of The Proxy Solicitation Business: A Quick Look At The “Highlights And Lowlights” And A Closer Look At Where It Stands Today

It’s been 90 years since the Nye family turned its brokerage business, Georgeson & Co., into a “proxy-chasing business” in 1935 – a time when individual investments in stocks had become very big business and voted proxies were very much in demand at Shareholder Meetings since this was long before Mutual Funds and other big investment funds ended up owning the vast majority of the shares outstanding at most companies.It’s really worth a...

2025 MARKS THE 25TH ANNIVERSARY OF “NOTICE AND ACCESS” – THE BEST “PUSH-MODEL” EVER!

BILLIONS OF DOLLARS SAVED. BUT NOW, IT DESPERATELY NEEDS A FIX: A “PULL-MODEL” THAT WORKS – AND A RADICAL RE-ORDERING OF REQUIRED INFO Issuers of securities should be sounding big cheers for 25 years of Notice and Access – which has saved tens of billions of dollars in printing, enclosing and pushing paper proxy packages to investors, many of whom mostly threw them in the trash.  We well recall that in the year before N&A took effect the...

Turmoil In Proxy Land: Why It’s More Important Than Ever To Have Truly Expert Outside Counsel On Your Team

In our 30+ years of deep involvement in shareholder meetings, proxy voting, proxy contests, shareholder activism, and corporate governance in general, we have NEVER seen an environment as volatile or as consequential as the one corporate issuers will face in 2026. Consider just a few of the converging forces: A major deregulatory shift at the SEC — including no No-Action letters for the 2026 AGM season and a promise to review and maybe overhaul...

Turmoil In The Corporate Counsel Community

The Bloomberg Rankings Reveal Some Major Surprises – And Lots Of Surprisingly Missing Names On The Law Firm Side Of Proxy Fights… where, it should be noted, the lawyers are often instrumental in choosing the proxy solicitor… and some old-guard leaders are currently on a lot of “no fly lists” for caving without a fight to Trump demands for cash and pro-bono work as ‘reparations.’  The top-three firms on the Activist side of proxy fights in 2025...

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Recent Articles

Turmoil – And A Scary Amount Of Cluelessness – At The Sec

Senior members of the SEC seem to be hell-bent on a mission to totally demolish the regulatory framework that has been evolving since the Great Depression: As we noted in our last issue, Chairman Paul Atkins is laboring under the incredibly ill-informed idea that the failure of the number of publicly-traded companies to grow is due to too much regulation. What sensible entrepreneur, we ask...

SEC Chair Drops Three Bombshells: Questions Precatory Proposals and Defers to State Laws Like Texas’s $1M Threshold — The End of Proxy Regulation as We Know It?

In his Keynote Address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala on Oct. 9, 2025. SEC Chairman Paul S. Atkins started off on a high note:  “I am delighted to discuss one of my top priorities as Chairman, which is to make being a public company an attractive proposition for more firms… There are approximately 4,700 exchange-listed companies today, compared to...

Just In Time For Folks Who Think That Shareholder Votes Have No Value… “Mercury Vote” Also Begs To Differ

Thanks much to our colleagues and friends Pat Tracey and Andy Wilcox, who alerted us to the Mercury Vote website, advising that: "We are an auction marketplace that empowers shareholders to generate extra revenue by selling their unused proxy voting rights,enabling investors to obtain these aggregated proxy votes to reduce costs.” There’s not much info on the website yet, other than the callout...

Exxon Mobil Launches Program Allowing Retail Shareholders To Issue “Standing Voting Instructions.” A Potential Game-Changer… Or A Major Flop Ahead?

It seems that every law firm in the country has been summarizing Exxon Mobil’s attempted vote-getting effort, speculating that others will follow suit and offering pointers on what to watch for and what to do.  We, however, as 60+ year observers of actual U.S. proxy voting behaviors, are expecting this to become an expensive and totally embarrassing flop… unless a robust Investor Education...

DEI And Anti-DEI Proposals In 2025 – And The Outlook For 2026

An April 14 report from the Conference Board (where most Russell 3000 companies had already filed 2025 proxy materials) showed a precipitous drop in Pro-DEI proposals – no big surprise in today’s environment – and a foretaste of what’s to come in 2026 we feel certain. “Shareholder proposals promoting or advancing DEI initiatives peaked in 2021. From 2021 to 2024, the number of pro-DEI proposals...

A Quick Overview Of A Greatly Improved 2025 AGM Environment – And The Outlook For 2026

An ISS analysis of shareholder meetings held from January 1 through June 30 shows a big drop in Shareholder Proposal Submissions for the 2025 Annual Meeting Season: 782 submissions at Russell 3000 companies – down sharply from 906 in ’24 – with nearly a quarter of them withdrawn – vs. only 15% in ’24 – “likely a result of the SEC’s Staff Legal Bulletin No. 14M (CF) issued in February, which...

Start Preparing For Your 2026 AGM Now!

Yes, we know it’s mid-summer, but now really is the time to start thinking about your 2025 Annual Meeting, while you have a bit of idle time to reflect on what worked well – and not so well in 2025 – both at your company and at other companies like your own – and to prepare early for 2026. For starters, take a look at our reports on VSMs – on the best – and on those that had glitches, glaring...

Annual Meeting Season is Here – Are You Ready?

Get the full transcript from the April 2, 2025, webinar hosted by TheCorporateCounsel.net: “Conduct of the Annual Meeting” As corporate governance continues to evolve in response to shifting regulatory landscapes and rising shareholder expectations, now is the time to ensure your annual meeting strategy is up to date. This timely session brought together leading experts to discuss actionable...

Institutional Investors Promise To Monitor And Act On VSMs That Short-Circuit Investor Participation

As the big Spring Shareholder Meeting Season begins we want to renew our warnings that “Big Brother is watching” – and rightly so, we say - to be sure that all shareholders are given a fair chance - not just to listen passively, but to be HEARD at VSMs – AND that they are given sufficient time to CAST THEIR VOTES after the “discussion period” is over. Please be sure to visit our website,...

Start Preparing For Your 2026 AGM Now!

Yes, we know it’s mid-summer, but now really is the time to start thinking about your 2025 Annual Meeting, while you have a bit of idle time to reflect on what worked well – and not so well in 2025 – both at your company and at other companies like your own – and to prepare early for 2026. For starters, take a look at our reports on VSMs – on the best – and on those that had glitches, glaring...

Institutional Investors Promise To Monitor And Act On VSMs That Short-Circuit Investor Participation

As the big Spring Shareholder Meeting Season begins we want to renew our warnings that “Big Brother is watching” – and rightly so, we say - to be sure that all shareholders are given a fair chance - not just to listen passively, but to be HEARD at VSMs – AND that they are given sufficient time to CAST THEIR VOTES after the “discussion period” is over. Please be sure to visit our website,...

Awful Advice On VSMs From A Big T-A: Take It At Your Peril

In the run-up to the annual podcast covering “The Conduct of the Annual Meeting,” a prospective attendee wrote in to ask if they could pre-record their entire Meeting, and to answer only pre-recorded questions, saying that their transfer agent (one of the biggest ones, that we will allow to remain anonymous) recommended this to them as part of a “major trend.” Ouch! We responded that Meetings...

A Quick Review Of The Apple VSM (We Were Pretty Happy Until We Realized We’d Been Snookered)

In keeping with our plans to tune in and review more VSMs this year we were happy to attend Apple’s nice (and early, for West-Coasters) Feb. 25th Meeting, held at 8:00 a.m. Pacific time; 11:00 Eastern. Apple is one of our top-two investments – with an amazing 54,526.7% return, and we LOVE them – but with a sorta’ bad record for shareholder meetings, having mis-reported the voting results TWICE...

Take Ownership of Your Governance: Don’t Wait for Activists to Start the Conversation

Navigating M&A and Shareholder Activism: Key Insights for 2025 Co-Editor Peder Hagberg interviews Bob Marese, President of MacKenzie Partners, on current trends in mergers and acquisitions, shareholder engagement, activism, and effective board governance heading into the 2025 Proxy Season. Q: Bob, can you provide an overview of what’s happening at MacKenzie Partners and how recent changes in...

Leveling the Playing Field of Corporate and Shareholder Transparency

A Call to Action from Joseph Caruso, CEO, Alliance Advisors Joe Caruso: Over the past few years, there’s been a growing call for greater corporate transparency, especially from government agencies, institutional investors, and proxy advisory firms. But are we really creating a level playing field when it comes to shareholder transparency? OPTIMIZER: It seems that we’re still far from that....

Shareholder Services: History

Ellen Philip and Associates Turn Their Widely Attended Holiday Party Into “A Party with A Purpose”

We were deeply saddened to learn that Cal Donly - the life-and-business partner of Ellen Philip, who survives him - passed away on October 18th. Everyone who was anyone in the Shareholder Servicing world over the past 60 years knows Cal and Ellen - two of the finest,...

Tim Smith – “The Lion of Responsible Investing”

Tim Smith, who began his career in the early 1970s at the Interfaith Center for Corporate Responsibility (ICCR) – has retired from the Boston Trust Walden Company at year-end 2022, where he’d worked for over 20 years. But - great news, and no big surprise to us - in...

A History of the Corporate Governance Movement – As Illustrated by OPTIMIZER Magazine Cover Art – from 1997-2008

We have been promising ourselves we’d do this lookback for several years now - partly to show off some of our favorite covers, by our amazing cover-artist Guy Dorian, who did our first full-color cover in 1999 and every one since - but mainly because the covers...

More Fascinating Materials for the Evelyn Y. Davis File

Following the article for our History File on the notorious EYD, a good friend and former colleague, Stan Siekierski of AST - who is, we believe, the longest-serving person in the Stock Transfer business ever - sent us a rare copy of Evelyn’s HIGHLIGHTS AND LOWLIGHTS...

The Long and Sometimes Checkered Past of the Proxy Solicitation Business… An Article for Our History File, with Several Lessons Worth Learning

Following the announcement that EQ, the relatively new owners of Wells Fargo Shareholder Services was entering the proxy solicitation business, our good friend, loyal reader and fellow history lover Michael Mackey, President of Alliance Advisors, sent us an outline of the many comings and goings there have been in this fascinating and hotly contested space.

Evelyn Y. Davis: Gadfly Extraordinaire and Self-Styled “Queen of the Corporate Jungle” Passes Away on November 30, 2018 at the Age of 88

One of the most complex, contentious, egotistical, infuriating and relentless people - and in many ways one of the saddest people on the corporate scene - due, perhaps, to her terrible experiences as a Holocaust survivor, which were rarely mentioned until late in her life…

The Unforgettable Wilma Soss

The first person ever to demand that directors put women on their boards Wilma Porter Soss (b. March, 1900 in San Francisco, d. Oct. 1986 in Brooklyn) was one of the most colorful, persistent and totally unforgettable people ever to storm an Annual Shareholder...

The Original “Shareholder Activists” and the Founders of the Modern Corporate Governance Movement

Your editor-in-chief was fortunate to have been a witness to dozens and dozens of ‘performances’ by the Gilbert brothers at shareholder meetings, where he came to know them both.

Transfer Agent Pays An Extra Nickel To Every Shareholder

Transfer Agent Pays An Extra Five-Cents Per Share To Every Stockholder Of A Major Us Company: 158 Million Nickels Too Many! We are hoping that this headline will grab your attention and impel you to read on, and will maybe give you a jolt of adrenaline, and a feel for...

Corporate Governance: A 20 Year Overview

A Quick Look-Back At “Shareholder Service”, “Shareholder Relations” - And The Securities Industry As A Whole Over 20 Fast-Changing Years – All Leading Up To Today’s “Glorious Days Of The Corporate Governance Movement” Your editor found it almost hard to believe that...

Unclaimed Property And The Real James Brown

“Ah Feel Gooood!” – Finding The Real James Brown, And Reuniting Him With Almost A Half-Million Dollars In Unclaimed Property…A Nifty Story – And One That’s Still Contains A Valuable Takeaway On Abandoned Property

How Independent Inspectors Of Election Came To Be…

With Special Thanks To Mister Smith… And Mister Jones. Another Fun Story For Our “History” Section.

Tales From The Crypt

Horror Stories About The Perils Of Holding Abandoned Property From The Optimizer’s Story Vault… All Of Them Absolutely True.

“The Noughties”

As Y2k09 came to an end, it was quite an unpleasant shock for boosters of long-term investing like us to realize that for most individual investors – especially those who faithfully followed a “buy and hold” approach – the entire decade of the 2000s came to naught…and to NOUGHT - to a big fat zero .

The Paperwork Crisis

Former DTC Chairman and CEO William F. Jaenike writes about…

Harry Of Hanover Square, And What We Can And Should Learn From Him Today

The SSA – And We – honor Harry Poulakakos –Owner Of the World-Famous Harry’s Bar Of Hanover Square… “Wall Street’s Favorite Watering Hole” For Over 36 Years. What Valuable Lessons There Are To Be Learned Here!

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Carl Hagberg

Carl Hagberg

The Shareholder Service OPTIMIZER, first published in 1994, is “dedicated to helping public companies – and their suppliers – to deliver better and more cost-effective services to shareholders”.

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