https://cpri.tripod.com/gadfly.pdf

Shareholder Proposals

The Archimedes Lever of a Social Gadfly

Jing Zhao, Ph. D

Publisher: 

US-Japan-China Comparative Policy Research Institute  

http://cpri.tripod.com,  zhao.cpri@gmail.com

Printer: Lulu Press, Inc.

627 Davis Drive, Suite 300, Morrisville, NC 27560, USA 

Edition: Sixth

Words: 26 thousand

November 28, 2024

ISBN:  9-781794-859777  

Preface

I have edited and published _Corporate Governance Accountability and Social Responsibility_ (Fourth edition 2020, ISBN: 978-0-557-05663-7), mainly in Chinese, to introduce my work focusing on shareholder proposals. I also wrote, edited and translated my proposals as _ Shareholder Proposals 2021-24: American Corporate Governance cases and process_ in Chinese & English (2024 ISBN: 978-1-304-30964-8).

This English edition is mainly to collect raw materials of my proposals being voted and related reports without further commentaries and analysis.  It does not include many proposals being either excluded or withdrawn and much more communications (including court materials) with other related parties. I did not collect vast volumes of general reports about my proposals (such as these about my proposal to 2018 Tesla meeting by all named media in the US and many media in Chinese and other languages) or specialist reports such as “Shareholder Challenges Apple Pay Practice” by Joseph E. Bachelder III, published in New York Law Journal, proposals citied by Stanford Business Review and others. 

Contents

[1] Google 2010 Meeting Proposal Number 6: Human Rights Impacts of Google Business in China …1

[2.1] Cisco 2010 Meeting Proposal Number 6: Restricting Sales to China and other Repressive Governments for Law Enforcement Purposes …3

[2.2] Cisco 2014 Meeting Proposal Number 5: Establishing a Public Policy Committee …5

[3] News Corp. 2010 Meeting Proposal Number 4: Human Rights Committee …7

[4] Chevron 2010 Meeting Proposal Item 9: Human Rights Committee of Chevron Business …9

[5.1] Yahoo 2011 Meeting Proposal Number 5: Human Rights Impacts of Yahoo Business …10

[5.2] Shareholder proposals companies don't want you to see by CNNMoney …12

[5.3] Yahoo 2013 Meeting Proposal Number 4: Social Responsibility Report …15

[5.4] Yahoo-Altaba 2017 Meeting Proposal Number 7: Yahoo Human Rights Fund’s Transparency …17

[6] Verizon 2017 Meeting Proposal Number 6: Human Rights Committee …19

[7] Oracle 2013 Meeting Proposal Number 5: Human Rights Committee …21

[8] H-P 2013 Meeting Proposal Number 6: Human Rights Committee …23

[9] Goldman Sachs 2013 Meeting Proposal Number 5: Human Rights Committee …25

[10] NetApp 2014 Meeting Proposal Number 6: Establishing a Public Policy Committee …27

[11.1] Sohu 2014 Meeting Proposal Number 4: Independent Board Chairman …29

[11.2] Sohu 2015 Meeting Proposal Number 4: Declassification of the Board of Directors …30

[12] Symantec 2015 Meeting Proposal Number 4: International Policy Committee …32

[13] IBM 2015 Meeting Proposal Number 7: Establishing a Public Policy Committee …34

[14] Facebook 2016 Meeting Proposal Number 12: International Public Policy Committee …36

[15] JPMorgan 2016 Meeting Proposal Number 9: Executive Compensation Philosophy …38

[16.1] Apple 2017 Meeting Proposal Number 8: Executive Compensation Reform …40

[16.2] Proposals on Gender Pay Gap, Compensation Principles Will Not Reach Apple Shareholders by John Filar Atwood …42

[16.3] SEC Says Apple Must Allow Investors to Vote on Executive Pay Probe by Fortune …45

[16.4] Shareholder Proposals: Apple Must Include “Hire Multiple Comp Consultants” Proposal …48

[16.5] SEC Rules Apple Must Allow Shareholder Vote on Executive Pay Review; Similar Proposals More Likely by Center on Executive Compensation …49

[16.6] Apple shareholder proposal for more executive compensation oversight coming to vote in 2017 …51

[16.7] Apple 2018 Meeting Proposal Number 6: Human Rights Committee …53

[16.8] Apple Adds Human Rights Proposal to Proxy Following SEC Letter by Chris Nolter …55

[16.9] Bay Area man takes on Apple with push for more human rights accountability by Mercury News …58

[16.10] Apple CEO downplays special dividend at shareholder meeting by Reuters …62

[16.11] Apple moves to store iCloud keys in China, raising human rights fears by Reuters …64

[16.12] Proxy Preview 2018 Board Oversight section …69

[16.13] Apple 2021 Meeting Proposal Number 5: Improve Executive Compensation Program …71

[17] Tesla 2018 Meeting Proposal Number 3: Independent Board Chairman …73

[18] Tesla 2019 Meeting Proposal Number 7: Public Policy Committee …75

[19] Wells Fargo 2018 Meeting Proposal Number 5: Reform Executive Compensation Policy with Social Responsibility …76

[20] Twitter 2018 Meeting Proposal Number 4: Public Policy Committee …78

[21] Activists are using shareholder votes to promote social agendas by The Economist …80

[22.1] PG&E 2019 Meeting Proposal Number 5: Corporation Structure Reform …85

[22.2] PG&E sets meeting amid fury over wildfire woes, hefty executive paydays by Mercurynews …87

[22.3] Bonuses Slapped Down at Bankrupt PG&E by Tony Chapelle …90

[23.1] AT&T 2020 Meeting Proposal Item 5: Improve Guiding Principles of Executive Compensation …96

[23.2] AT&T 2022 Meeting Proposal Item 4: Improve Executive Compensation Program …98

[24] Visa 2021 Meeting Proposal Number 7: Improve the Executive Compensation Program …100

[25.1] Applied Materials 2021 Meeting Proposal Number 7: Improve Executive Compensation Program and Policy …102

[25.2] Applied Materials 2022 Meeting Proposal Number 5: Improve Executive Compensation Program and Policy …103

[25.3] Applied Materials 2023 Meeting Proposal Number 7: Improve Executive Compensation Program and Policy …105

[26] eBay 2021 Meeting Proposal: Improve Executive Compensation Program …107

[27] Netflix 2021 Meeting Proposal: Improve Executive Compensation Philosophy …109

[28.1] Gilead Sciences 2022 Meeting Proposal Number 6: Board Structure Reform …111

[28.2] Gilead Sciences 2023 Meeting Proposal Number 6: Democratic Reform of the Board Election …113

[28.3] Gilead Sciences 2024 Meeting Proposal Number 5: Stockholder Proposal on Board Structure Reform …115

[29.1] Amazon 2022 Meeting Proposal Number 15: Democratic Reform of the Board Election …117

[29.2] Amazon 2023 Meeting Proposal Number 19:  Establishing a Public Policy Committee

[29.3] Amazon 2024 Meeting Proposal Number 4:  Establishing a Public Policy Committee 

[30.1] Bank of America 2024 Meeting Proposal Number 10: Improve Executive Compensation Program …123

[31.1]  The Travelers Companies 2024 Meeting Proposal Number 7: Improve Executive Compensation Program …125

[32.1]  The Charles Schwab Corporation 2024 Meeting Proposal Number 4: Improve Executive Compensation Program …127