annual meeting could cause the introduc-
tion of restrictive and undesirable legisla-
tion. Second, the annual meeting imposes
a discipline on management because it is
in effect, an annual audit of management’s
stewardship of the business.”
The Gilberts announced in their 1979
report that it would be their last, and
they left the stage having succeeded in
making the annual meeting an important
forum and holding managers account-
able to shareholders. They helped profes-
sionalize the fields of investor relations
and corporate governance, manifest in the
founding of numerous periodicals in this
era that continue today, such as Directors
& Boards and NACD Directorship. Their
contributions endure, even as the era of
the individual shareholder seeking a voice
in corporate affairs was dwarfed by power-
ful institutions more capable of holding
managerial feet to the fire.
Institutional Ownership
and Corporate Identity
Wilma Soss speaks into a megaphone at the 1956 New York Central annual meeting. The woman behind
her is Emma Chambers Maitland, a “professional wrestler/entertainer” who Soss hired as her “bodyguard.”
advocated for abolition, in favor of voting
by mail. But shareholders overwhelmingly
pushed back and stock exchanges ruled
that the consent method did not meet their
requirement to have an annual meeting.
Virtually no corporate leaders con-
curred with Fuqua, and by 1975 The New
York Times called his cause “notably
unsuccessful.” By then, corporate America
has clearly sided with the Gilberts. NYSE
Chairman James J. Needham explained
that the annual meeting is “the basic
forum of shareholder democracy and
an important stimulus to candid corpo-
rate self-analysis.” The head of Houdaille
Industries, Gerald C. Saltarelli, elaborated:
“Shareholders should have the opportunity
to personally question the management on
company affairs and to obtain answers. [T]
his questioning forces a discipline upon
management to prepare for them and to
re-think the company’s past performance
from a shareholder’s standpoint.”
In a 1976 article, the general counsel
of DuPont, Donald E. Pease, later a pro-
fessor at Delaware Law School, advised:
“The annual meeting serves a practical
purpose for two reasons. First, it is neces-
sary to preserve the ‘legend’ of corporate
democracy and the elimination of the
From 1980 through 2010, as ownership
of public company equity shifted from
individuals to institutions, the prevail-
ing shareholder-manager power dynamic
changed. During this era, companies
increasingly communicated to sharehold-
ers throughout the year, always at regular
quarterly intervals and often more fre-
quently, approaching a continuous disclo-
sure model.
Yet while ownership and communi-
cation changed, the annual meeting
remained a staple of corporate life, an
important opportunity for shareholders—
both individuals and representatives of
institutions—to meet management, pose
questions, press issues and resolve debate.
But if the prior era’s annual meet-
ings stressed individual shareholders and
associated “democratic” rights, this one
increasingly brought out corporate iden-
tity and culture. For example, Ben &
Jerry’s Homemade, from 1984 until its sale
to Unilever in 2000, attracted a crew of
socially responsible owners to a meeting
that looked more like Woodstock than
Wall Street.
Held among cattle farms near Burling-
ton, Vermont, the founders ran the meet-
ing informally, weaving in the vocabulary
of hipsters: co-founder Jerry Greenfield
might intone, “Hey, man, time for a lit-
tle Q&A.” The company’s commitment
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