At an annual shareholder meeting for a major airline in the 1990s, Nell Minow recalls the encounter with Evelyn Y. Davis, the flamboyant corporate gadfly who passed away last Sunday at age 89, after decades, as a theatrical but persistent thorn Executives died.
"She argued with the staff there and was convinced that the microphone for the Q & A session should be closer to her seat," recalls Minow, a longtime shareholder representative and corporate governance consultant. Not only that, but "she wanted the CEO to personally relocate it," she said. "And he did it."
The story is classic Davis, the Dutch American investor, Holocaust survivor, shareholder activist and editor of an annual newsletter – Highlights and Lowlights of Annual Meetings – who secured her a White House press pass. She has submitted resolutions to many public companies over the decades. At annual meetings, she not only appeared to urge the board to better corporate governance, but occasionally to flirt with the chief executive and seemingly always to draw attention to themselves.
She told JPMorgan Chase chief executive Jamie Dimon in 2010 that "you must stay here forever," he wore a swimsuit at a 1970 General Motors meeting and said, according to Automotive News, former Ford boss Alan Mulally, that he not bad. In search of "you should return to Boeing, and we should get my King Bill Ford back and be Chairman and CEO again."
In 2003, Bill Ford personally delivered the keys to her new Jaguar to the Watergate complex in Washington, where she lived. After that, she said, "This is my secret to manipulate the male ego and play against each other," Bloomberg reported.
A gravestone she'd installed years ago at Rock Creek Cemetery in Washington reads "Queen of the Corporate Jungle" and "I'm not where I am when I'm in line or shy." When the Washington Post introduced her in 2003, she suggested her own headline: "I was both endowed with extraordinary beauty and extraordinary brains and used them both to my advantage."
Like most shareholder activists, their proposals often won no majority vote. However, she was successful when she won the majority of votes in 2006 at a Bank of New York, for example, for the election of board members, and Bristol-Myers Squibb led after years of pressure an annual electoral policy. In 1990, she was banned by General Motors from overpaying for stock and was credited, inter alia, with the US Securities and Exchange Commission's rules regarding the disclosure of salaries to executives.
Its focus on key issues such as the quality of directors of a board of directors, shareholder voting, executive pay, corporate bills and political contributions are still addressed by investors, say the experts on governance.
"She very early recognized these corporate governance issues in our largest companies and was a consistent advocate and, as some say, irritating," said Charles M. Elson, who heads a Governance Center at the University of Delaware. "The message she conveyed was really ahead of her time. What was considered to be pretty far out there [then] today is not only mainstream, but in the dead center of the mainstream. "
Their tactics, Minow said, "made it easy to reject the legitimacy of their points, which were usually excellent. The questions she raised were the same ones investors are asking today. "Davis" has educated the shareholder society more than the corporate community. "
The world of shareholder activism has changed dramatically since Davis attended shareholder meetings in 1959. Nowadays, shareholder-to-business discussions are more likely to take place behind the scenes, or less dramatically, even though pension funds and other institutional investors are taking advantage of some of the questions Davis raised.
"Businesses have become much bolder," said Richard Clayton, research director at CtW Investment Group, an activist organization working with Union-funded pension funds. They were "more engaging and willing to make a change if they think the change is relatively modest and meaningful, and if they can avoid a public controversy."
Shareholders' resolutions are often withdrawn when a company makes a change and may never make it into the ballot.
Nevertheless, the role of the individual investor as a corporate gadfly is alive. According to Proxy Insight, individual players such as John Chevedden and James McRitchie, along with others, were responsible for 200 shareholder proposals, which included it in the proxy statements of companies in 2018, which represents 38 percent of the total. The average supportive vote was 34 percent.
"They do not wear clown noses at annual meetings and they do not wear hot pants like Evelyn," Minow said, "but they're slow and quiet," and their problems "gain in support over time."
In an e-mail, McRitchie said Davis had "used too many spasmodic tactics, such as selling her newsletter to the CEOs and spinning like a nut," but she helped ask questions where more boards were released "The directors were elected every year and not graduated in time.
"It won the majority of votes and maybe many more at 36 companies between 2001 and 2009," said McRitchie. "We can all be thankful for that. To create a more democratic corporate governance is and must not be done only by old men in three-piece suits. Embrace diversity. "
Minow said that individual shareholder activists can cause problems because large institutional investors – especially money management companies – "do not always want to be in front." It's out there, "and bigger investors could eventually follow.
With the growth of money management companies and institutional investors, as well as the influence of proxy advisors, there is a greater chance today that individuals' ideas will be reinforced, Elson said.
Elson, who knew Davis for years, said things were different during their heyday. "Her style was theatrical, and in that time you had to be for an individual or not paying attention to anyone," he said. He remembers running errands on Saturday morning and receiving phone calls from Davis.
"She had the cell phone number of all," he said, "and she's shouting into the phone somehow, CHARLIE!" It did not matter where you were. You Wanted to Stop She did not want to let you go until she was done. "
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