Ooooh, check out that headline. Alternative democracy. Conjures up images of smoky rooms and cigar-munching power-brokers, right? Maybe you think I’m about to whisper stories of quietly influential cabals where a handful of individuals grip the tillers of corporate control.
Uh… yup, that’s about right. Yes, I am ok.
I mean this in the least conspiracy theory-y way: There is a small group of people who direct the most important decisions at the biggest companies in the world, including the ones responsible for the bulk of greenhouse gas emissions: banks, fossil fuel companies, and so on. Plot twist: We can tell them what to do. But timing is everything. Welcome to shareholder season.
Snap your suspenders, push up your glasses, and get ready to receive the lowdown on the high art of corporate governance: an opaque world with specific rules and techniques that can benefit anyone with any agenda—even us. The price of this knowledge? Share it with a friend or thirty.
Here’s a question, and I promise it’s relevant: Do you like this newsletter? If so, why don’t you click that little heart thingy up there? 👆Thousands of you read these emails, but very few of you capital-L Like them. Why? Is it because you dislike them? Or maybe it’s because you’re bombarded with opportunities to Like things and those signals get lost in the swarms of user-experience noise? Hold onto that answer.
For all you know, I, your favorite Climate Dude, could get paid for every click of the heart. (I don’t.) This interaction could send me clarion signals about what topics resonate with you. (Debatable.) Enough Likes could attract the attention of Substack’s crack recommendation engine. (Lol.) I honestly don’t know what the heart does beyond moving stories around on my landing page, and I don’t really care. (Feel free to click it so I can find out!) But I’m not just whining here; I’m working on a metaphor. Editor’s note: we have since left the Substack platform, and would have ordinarily just deleted this paragraph—but this yarn was too germane to cut.
You, like the rest of us, probably get too much mail, most of it junk. And if you own any individual stocks, you might notice notices of proxy votes among those piles of pointless paper. And if these letters even register, you likely check them off your never-shrinking to-do list by shunting them into a drawer or folder of “important” communications to be dealt with at some fictive future moment. Then, once the dates on them have conveniently passed, you shred them or throw them out while inner-monologuing something like, next time I’m gonna do a google and see what’s up with that.
Here’s what’s up with that: “Once a year, shareholders can register their interest, displeasure, or happiness with various factors of a company at that company’s annual meeting,” says Matt Moscardi, CEO of Free Float Media. Free Float is an analytics firm specializing in environmental, social, and governance (ESG) monitoring, and it produces a podcast called Business Pants. Moscardi isn’t just a consultant with a fancy microphone; he “developed the ESG Ratings model used by the largest institutional investors in the world.” That was a very extended citation, but I wanted to plug the podcast, which I love, and establish that this guy knows his shit.
Anyway, if you own shares in a company, you have the right to vote at its annual shareholder meeting. (You may even be able to vote if you don’t invest in individual stocks.) There are usually several items on the agenda, and these can range from how to manage equity-based compensation plans to ratifying the CEO to various corporate initiatives to—this is the big one—electing members of the board of directors.
The other items are important, and sometimes there will be a net-zero pledge or something that gets people like me all fired up. But Moscardi says that electing or sending signals to directors is the strongest lever that a shareholder can pull. Investors get to vote once a year, but directors are always wielding influence.
SORRY, DUMB QUESTION: WHAT IS A BOARD OF DIRECTORS?
If you want to list your company on the New York Stock Exchange or the NASDAQ, you have to have a board of directors. The board meets periodically—usually every month—and makes big decisions, like what overarching goals the company should try to hit, and what they should pay top execs. The board is the CEO’s boss, and its members are usually recruited by other directors—the nomination committee—or recommended by major investors who want someone in a position of influence that represents their interests.
Now, let’s play a game: Name the CEO of any publicly traded company. Great job! Now name a member of that company’s board of directors. Thought so. Don’t worry, I whiffed too.
You might have heard about activist investment firm Engine No. 1, and how it replaced three of ExxonMobil’s directors with people who gave a shit about the environment. That was a huge win, but even smaller acts can make a big impact. If enough people vote against a director and shrink the margin by which they get elected, that can send a powerful message. “Historically, directors get 96 percent approval votes,” says Moscardi. “They basically get rubber stamped. So when a director gets 80 percent approval instead of 96, that’s a big deal.”
And if you can show the director that their lower-than-average approval was because of their track record on climate issues, that could be enough to make a difference. “You just have to send a message that we’re watching and we don’t like what you’re doing,” says Moscardi.
HOW DO I CAST MY VOTE?
If you directly purchased shares in a company, it’s pretty straightforward: Around this time of year, a proxy packet arrives in your mailbox. You open it, read the material, go online, and vote. If you’re incredibly motivated or curious or bored, you could physically go to the annual meeting and cast your ballot.
It’s hard to imagine that a normal person who doesn’t have billions of dollars invested would have much influence, but you do. “Most companies entitle you to one share, one vote,” says Moscardi, “and they take investors of any size very seriously.” Salesforce CEO Marc Benioff, for example, has publicly said that if you own one share in his company, he’ll take your call.
Companies have investor relations departments whose sole purpose is to talk to people like us. If you have something to say, find their number online, call them, and request a meeting. “If you’re coherent and persistent, you’ll probably get a meeting with the CEO or a member of the board,” says Moscardi. You can use this opportunity to tell them that you voted against a board because of their record on environmental issues.
Your shares probably won’t out-influence the giant pool of votes that large funds control. But they absolutely do matter, and you don’t have to act alone—more on that in a minute.
Most of us don’t buy individual stocks. The more common scenario is that we have retirement accounts or pension funds (or index funds or mutual funds, etc) managed by a company like BlackRock, State Street or Vanguard. You might think that means you can’t vote, and historically you’d be right. The fund managers tend to vote on behalf of the people who are invested in their funds, and that has given them a shit-ton of influence over what the companies they invest in do.
What is a shit-ton? At the end of 2021, the Big 3, as the above firms are called, owned more than a fifth (!!!) of the S&P 500 through their investments. That’s a huge amount of power, and they flexed it. Those three firms represented nearly a quarter of all votes cast at their companies’ annual meetings that year.
Another example of big companies hogging all the influence while Little Ol’ Us get left out in the powerless cold, right? Maybe not for long. “Increasingly, fund managers are passing those voting rights down,” says Moscardi. “They’re going to ask you over the coming year or two, do you want to exercise your own voting rights?” Last year, BlackRock announced that it was going to pass up to 40-percent of its votes along to its investors in a program called Voting Choice. Shortly thereafter, State Street announced a similar program. Then Vanguard joined the fun.
You can find out what options you have by googling [your brokerage’s name] and “proxy voting.”
HOW DO I KNOW WHO TO VOTE FOR?
If you’re ready to dig in, the information is out there. Google is your always-friend, but start at Proxy Preview, which covers hundreds of shareholder resolutions coming up this season. It’s a little intense, even for a research thug like me; the 2023 preview report is 102 pages of detailed information about what’s going on at most major companies. I just searched the PDF for the names of the companies I was interested in.
Then I started playing around with a new app called Troop, which is a far less manual process. You connect it to your brokerage account (using Plaid), tell it what causes you’re interested in, and then it will show you what you can vote on. Stuff like this feels very powerful to me, because it’s how modern people organize. You can imagine what starts to happen when technology aggregates large pools of motivated investors. I highly recommend checking it out.
Quick and important note: → I am not a financial professional ← Do not do money stuff just because some newsletter guy who lives in a hayfield told you to. Be careful and do your own research and especially don’t sue me if anything happens because I am telling you right now that you gotta do your own thing with your own money.
Moscardi is also getting into the game. FreeFloat is about to release an app called Board Sabermetrics that will provide insight about every board director up for election. Their approach sounds a lot like fantasy sports, and hopefully that will make this process feel more fun. “We know a lot about Lebron James; we know a lot about Michael Jordan. We know how good Tom Brady is, but why don’t we know how good directors are at their jobs?” says Moscardi. He and his team have been working on that problem and have created a scorecard-like assessment of directors who are up for election. The app goes live in April; it will be free, and it will be here.
I know this sounds like a lot. In some sense it is; but it’s also one of those thrilling and rare moments when you realize you have more power than you thought. Also, this world is just starting to tap into individuals like us. It’s only going to get easier to make change—particularly when big players like Robinhood and Acorns get involved.
For now, keep your eyes on your mailboxes, both physical and virtual. And if someone asks you to vote (in any election!) do it.
Take care of yourself—and the rest of us, too.