Shareholder Activism and the Universal Proxy

Shareholder activism is evolving in a manner that demands intense boardroom attention. The advent of the universal proxy empowers shareholder activists seeking to change corporate strategy or to bring fresh blood to the CEO suite. Activists commonly advocate for buybacks, increased dividends, and changes in capital allocation, as well as shakeups in the CEO suite. Indeed, recent data suggest that the probability of CEO turnover doubles in the two years after insurgents win even one board seat, whether negotiated or by proxy vote. Activists also advocate for a range of social policy initiatives, ranging from climate measures to racial equity audits. Employees are also beginning to flex their muscle by introducing shareholder initiatives designed to further employee interests. And some large institutional investors have announced that they will be targeting individual directors whom they believe have been insufficiently attentive to climate, compensation, or other governance matters. The proxy process is becoming increasingly political and personal. It is evolving in some cases to resemble a scrum for a local school board seat, and not all boards or directors are prepared for the occasionally personal and uncomfortable implications of this new reality. This session will address these developments at both a tactical and strategic level. It will review the changes in law and policy that animate these developments, and it will explore optimal responses by directors who must navigate through these challenging situations.