Shareowner’s Action Handbook

Proven Shareowner Action Formulas

Shareowner action can be complicated, just like the cartoon to the left from Nearing Zero. We’ll try to point you to proven strategies that work.

Please e-mail me and let me know what other resources should be included on this page.

One of the best up-to-date (2011) booklets on Filing a Shareowner Proposal is from the Council of Institutional Investors. This provides the basics. We’ve also stashed a copy in our library, since links change and we want to have continued access to this valuable resource. Supplement with SEC: Staff Legal Bulletin No. 14B (CF) on Shareholder Proposals  Staff Legal Bulletin No. 14C (CF) and SEC Staff Legal Bulletin No. 14F (CF), which address the issues of what is needed to evidence stock ownership for the purpose of filing a shareowner proposal. Be sure to confirm whether you broker or bank is a DTC participant by checking DTC’s member participant list. If it isn’t, you will need to take at least one additional step.

A shareholder could satisfy Rule 14a-8(b)(2)(i) by obtaining and submitting two proof of ownership statements verifying that, at the time the proposal was submitted, the required amount of securities were continuously held for at least one year – one from the shareholder’s broker or bank confirming the shareholder’s ownership, and the other from the DTC participant confirming the broker or bank’s ownership.

SEC Rule 14a-8 Proposals of Security Holders, Division of Corporation Finance, Shareholder Proposal No-Action Letters Issued Under Exchange Act Rule 14a-8 – contains alpha and chronological listings of letters from companies requesting the SEC to take “no action” if they exclude a shareowner proposal and includes responses from shareowners defending their right to submit proposals. This is a valuable source when you have to defend your proposals to the SEC. Also be aware of Incoming No-Action Requests Under Exchange Act Rule 14a-8. These are requests that are just entering the system, without responses.

AFL-CIO page How to File a Shareholder Resolution

As You Sow, Proxy Preview, the “Bible for socially progressive foundations, religious groups, pension funds, and tax-exempt organizations.”

FactSet’s corporate governance database, SharkRepellent, provides takeover defense and corporate governance data for more than 5,600 U.S. incorporated public companies.

Northwest Corporate Accountability Project: Somewhat dated but worth scanning through for advice around filing resolutions.

Preparing for “Proxy Access” Shareholder Proposals – Advice for companies – Database of proxies filed at largest US companies. Search by company, date, proponent, % votes obtained, and view the actual proposal in the context of the proxy. Very useful. – Four steps in shareowner action

The Activist Investor Blog – DGCL Section 220 requests for books and records, proxy advisors, proxy solicitors – They’ve proven anyone can run a proxy contest. How about you?

Wikipedia Entry