“Statements In Opposition” to Shareholder Proposals

At the present time, our set of transparency criteria doesn’t address the “statements in opposition” to shareholder proposals that companies include in their proxies after each shareholder proposal included in their proxy. In his recent “Shareholder Service Optimizer” article, long-time inspector of elections Carl Hagberg makes a good argument that drafting a company’s rebuttals to shareholder proposals they oppose clearer – which includes being more factual, which can be more convincing – can make them more transparent.

Carl’s “Big Three” tips for statements in opposition are:

  1. Don’t protest too much
  2. Stick to plain English
  3. Clearly present what you are already doing on the issues at hand with clear facts and figures

Carl recognizes the statements in opposition from Amazon and UnitedHealth Group as the best. For example, here is the start of one from Amazon’s 2023 proxy (page 31):

And here is the start of this example from UnitedHealth Group’s 2023 proxy (page 76):

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