Join Jim McRitchie, proxy advisor John Glenn Grau and activist investor Michael Levin to discuss ESG via UPC:

How can those concerned with environmental, social, and governance (ESG) issues use new universal proxy card (UPC) rules to run proxy contests? Could electing an ESG director have more impact than winning a dozen shareholder proposals? We use Amazon.com as a potential example.

Universal Proxy

In November 2021, the U.S. Securities and Exchange Commission issued final regulations requiring companies to use the Universal Proxy Card (UPC), in all contested board of directors elections, or proxy contests. UPC is one of the most significant rules affecting activist investors and proxy contests in decades. It potentially lowers the potential cost of a proxy contest materially, and changes dramatically the strategy and tactics in planning and executing a proxy contest.

UPCs will change how activist investors solicit proxies for director elections and likely lead to both more proxy contests and more activist directors. Activist investors will need to decide how to comply with some specific rules about how many proxies to solicit, and how much they wish to streamline the solicitation process by relying on the company UPC.

Jim McRitchie, BU Law’s Scott Hirst and UChicago Law’s Adriana Robertson discuss potential conflicts between record date notification and securities lending:

Are “hidden agendas” a real problem? How do you deal with it? Do you typically recall all your shares for voting if you engage in share lending or do you recall none of your shares? Recall by company? How do you try to anticipate what issues will be on the proxy?

Is this a topic worthy of shareholder proposals? Such proposals could be easily drafted to ask that boards file their proxy or a PRE 14A at least 5 days before the record date. What are other options for private ordering or to demonstrate investor interest? Would you be interested in filing or voting for such proposals?

Scott Hirst is Associate Professor of Law at Boston University and Adriana Z. Robertson is Donald N. Pritzker Professor of Business Law at the University of Chicago Law School.

Bruce Herbert  and Jim McRitchie discuss the growth in responsible investment and changing grassroots investor perspectives, vote-counting in corporate America, and working with celebrity presenters for virtual shareholder meetings.

Bruce Herbert is Founder and CEO of Newground Social Investment. NSI is well-known for its ESG-SRI money management, was the nation’s 1st Social Purpose Corporation, and is now the oldest still-independent money manager with a founding focus on ESG-SRI impact investing.

David Webber and Jim McRitchie discuss David's book The Rise of the Working-Class Shareholder: Labor's Last Best Weapon and how to align trillions of dollars in worker pension and retirement assets with the best interests of its beneficiaries. 

David H. Webber is a Professor of Law and the Associate Dean for Intellectual Life at Boston University School of Law. The winner of Boston University School of Law’s 2017 Michael Melton Award for Teaching Excellence, Professor Webber also coteaches the Pensions and Capital Stewardship course for the Harvard Trade Union program at Harvard Law School. He is a graduate of Columbia University and NYU Law School.

Judy Samuelson is the founder and executive director of the Aspen Institute’s Business and Society Program. Signature programs under Judy’s leadership include a ten-year campaign to disrupt Milton Friedman’s narrative about corporate purpose, the Aspen Principles of Long-Term Value Creation, and a partnership with Korn Ferry to rethink executive pay. She previously worked in legislative affairs in California and banking in New York’s garment center and ran the Ford Foundation’s office of program-related investments. Samuelson blogs for Quartz at Work and is a Bellagio Fellow and a director of the Financial Health Network.

Jackie Cook is Director, Stewardship, Product Strategy & Development in Morningstar's Sustainalytics’ Stewardship services team. Pioneer in applying automated text analysis to building structured datasets from unstructured corporate and investor disclosures. Motivated by a genuine belief in the power of investors and financial markets to move the dial on pressing environmental and social challenges. Follow Jackie on Twitter: @FundVotes

Former Delaware Chief Justice and Chancellor Leo E. Strine, Jr. and Jim McRitchie discuss a range of topics involving labor's role in stakeholder capitalism and other effective levers in the pursuit of corporate accountability and stewardship (with apologies to Sir Paul McCartney).

Corey Rosen, Jack Moriarty & Jim McRitchie discuss ESOPs and other structures that enable employee ownership and its role in stakeholder capitalism. Compelling research and decades of experience show that employee ownership is in fact a powerful tool to improve corporate performance – but only when companies have “ownership cultures” in which employees think and act like owners.

Bill Burckart, Meredith Miller & Jim McRitchie discuss strategies and tools designed to address social and financial system challenges through collaborative action,  setting industry standards, and creating a rising tide of investment opportunities for all investors.

Brandon Rees and Jim McRitchie discuss a host of issues related to Big Labor, Worker's Rights, ESG and the AFL-CIO's rich history of corporate engagement.