This week marks the beginning of corporate America’s “proxy season,” the two-month period when most large, publicly traded companies hold annual meetings. One might think that such meetings are mostly about the corporation’s business, and shareholders are involved principally to make sure boards and management are protecting their investments. One would be wrong: Annual meetings are often as much about political and social issues as corporate governance and business strategies.
Typically, shareholders who exercise voting rights at annual meetings do so not in person but by proxy. Proxy ballots contain items proposed to the shareholders by the corporation, such as the election of directors, the appointment of independent auditors and changes to the corporation’s voting rules or corporate structure. These ballots also, under federal law, contain shareholder resolutions, which can be introduced by any shareholder holding equity valued at $2,000 or more for at least one year.
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