Welcome sign at the 2016 Berkshire Hathaway Shareholders Meeting .
the velocity of information , the rise of social media and the fragmentation of traditional news outlets diminished the annual meeting ’ s role as a central stage . Activists increasingly relied on the shareholder proposal process itself — not the meeting — to gain concessions and achieve their objectives . Settlements with management often preempted the need for a public vote , with proponents declaring victory even with minimal shareholder support .
The sheer volume of proposals skyrocketed , particularly on hot-button issues , such as certain ESG topics . Proposals on emissions reduction , hiring practices and supply chain transparency became flashpoints in political and economic debates . Activists leveraged pre-meeting declarations by index funds and proxy advisors to sway outcomes , with powerful institutions signaling their votes and threatening to withhold support for directors who opposed popular proposals .
Despite their increased use , the growing trend of low approval rates for activist proposals — sometimes under 20 %— raises questions about their long-term impact . For companies , this dynamic underscores the importance of carefully aligning activist strategies with business needs and shareholder interests . Proposals often bring visibility to important public policies , but they can also distract corporate directors and officers from focusing on their business . Achieving a balance is essential .
As the nature of shareholder meetings , engagement and proposals continues to evolve , one thing remains clear : corporate governance is at a crossroads . The shift from in-person gatherings to hybrid and digital platforms has expanded participation , making meetings more accessible ; yet , it has also introduced new complexities , particularly around transparency and direct interaction . The rise of private shareholder engagements , particularly with institutional investors , further shifts the balance , leaving companies to grapple with the tension between deeper , more frequent conversations and the need for open , inclusive forums .
The growing prominence of shareholder proposals — especially for and against specific ESG topics — signals that while the traditional meeting format may be losing its centrality , shareholder influence remains strong . Corporate directors must navigate this evolving landscape , balancing the push for broader social responsibility with the core duty to focus on shareholder interests and long-term value . Achieving that balance will define the future of corporate governance .
In the end , the future of shareholder meetings and proposals will not be shaped by any single format or issue , but by the ongoing dialogue between companies and their shareholders — a dialogue that , when balanced , can drive corporate success while addressing the pressing issues of our time .
Lawrence A . Cunningham is the director of the John L . Weinberg Center for Corporate Governance at the University of Delaware and a member of the Financial History editorial board . Stephanie Cuba is a real estate investor and developer in New York City and East Hampton , New York . The two , husband and wife , have published extensively together , including the book , Margin of Trust : The Berkshire Business Model ( Columbia University Press , 2020 ).
Sources
Bowley , Tim . “ Shareholder Engagement Inside and Outside the Shareholder Meeting .” Columbia Blue Sky Blog . June 7 , 2023 .
Cunningham , Lawrence A . and Stephanie Cuba . “ Annual Shareholder Meetings : From Populist to Virtual .” Financial History . Fall 2018 .
Emerson , Frank D . and Franklin C . Latcham . “ The SEC Proxy Proposal Rule : The Corporate Gadfly .” 19 University of Chicago Law Review , 807 . 1952 .
Nili , Yaron and Megan Wischmeier Shaner . “ Virtual Annual Meetings : A Path Toward Shareholder Democracy and Stakeholder Engagement .” 63 Boston College Law Review , 133 – 36 . 2022 .
Wells , Harwell . “ A Long View of Shareholder Power : From the Antebellum Corporation to the Twenty-First Century .” 67 Florida Law Review , 1033 . 2015 .
38 FINANCIAL HISTORY | Winter 2025 | www . MoAF . org