CAN’T I JUST STATE MY CASE TO THE BOARD OF DIRECTORS?
In short, yes. One way to make a statement is to vote your proxy. Another is to file or co-file a shareholder resolution. You can also attend the annual general meeting (AGM) where you may get a few minutes at the microphone. These few moments, in which you are speaking directly to management and the company’s board of directors, can be used to raise key—and sometimes unforgettable—points.
One memorable and dramatic statement occurred in 1992 at the AGM of Time Warner Corporation. There, the late actor Charlton Heston—a minor shareholder—took his turn at the open microphone, and before the assembled executives and shareholders, he read aloud the lyrics to the song “Cop Killer,” released on a Time Warner record label.
The song had already ignited robust social controversy, with critics including President George W. Bush, Tipper Gore, and police organizations across the country citing concerns that it promoted violence against police. The song’s writer, rapper Ice-T, defended the song as an anthem of protest against police brutality and denied that it posed any risk to law enforcement.
It must be remembered that Heston portrayed Moses in Cecil B. DeMille’s 1956 blockbuster The Ten Commandments, and in one memorable scene he parted the Red Sea. Though not quite as dramatic, his performance before Time Warner shareholders generated its own divide—a cultural one about violence in the media. Gun rights advocates took one side. Civil libertarians squared off against them. The ultimate result wasn’t any dramatic change in Time Warner’s corporate culture, but it did bring into focus a significant social conflict that the company’s product had created.
In a more recent example, at the Walt Disney Company’s AGM in March 2015, Dr. Stan Glantz, the American Legacy Foundation Distinguished Professor of Tobacco Control at the University of California San Francisco, and Gina Intinarelli, Executive Director, Office of Population Health and Accountable Care at UCSF and a registered nurse, took the podium during a period allocated for public comment and delivered impassioned statements about the public health crisis that portraying images of smoking in youth-rated movies is causing, implicating all Hollywood studios.
They cited, among other evidence, published reports from the US Surgeon General and the Centers for Disease Control (CDC) that showed how Hollywood’s portrayal of smoking leads children to take up the habit and begin a life-long addiction, and that an R rating for all movies containing smoking imagery could save 1,000,000 lives.,
Disney CEO and Board Chair Bob Iger was so moved by their comments that he announced from the podium that Disney would put an “ironclad policy in place” to remove all smoking for any films rated G, PG, or PG-13 that Disney produces.
The remarks made by Glantz and Itinarelli followed more than a decade of concerted effort on the part of a coalition of faith-based shareholders who had worked together to pressure Hollywood studios to stop showing images of smoking in youthrated movies. This coalition included Father Mike Crosby of the Midwest Capuchin Franciscans; Cathy Rowan, a Maryknoll lay missioner and Director of Socially Responsible Investments at Trinity Health, a Catholic health care system; and Thomas McCaney and Sister Nora Nash of the Sisters of St. Francis of Philadelphia, along with As You Sow.
These are, of course, dramatic moments, notable in part because they are relatively rare. Change often comes incrementally and often takes a coordinated campaign involving building a coalition of shareholders, the media, and consumer groups.