Investing is about more than just making money. When you buy shares of stock, you're not only getting the right to receive dividends and benefit from any gains in the stock's value. You're also buying partial ownership of a company, with all of the rights and privileges that go with it. Even though most investors buy only tiny pieces of companies, owning just a single share can give you some of the same rights that the company's largest shareholders enjoy.
One of the rights that most shareholders have is to vote their shares at official company meetings. Even though you may not think your vote will make a difference, it's still important to look through the materials for your company's annual meeting and to monitor closely the issues that company management will discuss there. Reviewing annual reports, proxy statements, and other literature will help keep you better informed about your company and its prospects for the future, as well as warn you of any possible disagreements among company management and large shareholders.
Your legal rights
Most companies that trade publicly are organized as corporations. Under corporate law, shareholders generally have certain rights, such as naming directors on the company's board, approving mergers with other companies, allowing the sale of substantial assets to other parties, and changing company bylaws and articles of incorporation. In addition, shareholders often have the right to bring legal action against company insiders accused of wrongdoing, either directly as shareholders or indirectly as representatives of the corporate entity itself. These legal provisions make possible the class action lawsuits you see so frequently when shares of a company fall sharply.
In general, corporations have meetings once each year to vote on new directors and to conduct any other necessary business. However, if an unusual event arises that requires shareholder action, such as a merger proposal, then the corporation can announce a special meeting to get the necessary approval to move forward.
Proxies and the meeting
Shareholder meetings are held at various locations, usually near the company's corporate headquarters. Shareholders have the right to attend their company meetings in person. Some companies, such as Berkshire Hathaway, are famous for high attendance at their annual meetings, while others have relatively few people attend. Because investors are scattered around the world, it's often inconvenient for many shareholders to travel to the meeting location.
But just because you may not be able to physically attend a company's annual meeting, that doesn't mean your voice can't be heard. When the company announces its annual meeting, all shareholders will receive materials from the company containing information about the meeting, matters to be discussed, and votes to be cast. In addition, you'll receive a document called a proxy form. The proxy form is similar to an absentee ballot; it allows you to instruct someone, usually a representative of the company, who'll be present at the meeting to vote your shares for you.
While the form usually includes recommendations from company management as to how they would like you to vote your shares, you have no obligation to follow these recommendations. Along with the proxy form, you'll receive a small booklet called a proxy statement that explains the issues up for a vote in more detail. The proxy statement will usually describe the company's position on the issue and explain why the matter requires a shareholder vote.
Quorum and majority rule
One problem that some companies face is getting enough people to vote. Unlike political elections, where low voter turnout is unfortunate but not problematic, most corporations require that shareholders owning a minimum number of shares be present or represented by proxy for an annual meeting to take place. This quorum requirement prevents a small minority of shareholders from taking action against the will of the majority.
For the most part, if there's a quorum present, many matters can be decided by a majority of the shares represented. However, some decisions require a majority of all outstanding shares; in those cases, attendance becomes very important. For instance, if owners holding 51% of a company's shares are present at a meeting, then a 26%-to-25% decision is sufficient for many matters. However, if a majority of all outstanding shares is necessary, then nearly all of the shares present must vote in favor. Because of these requirements, you'll sometimes see companies sending multiple proxies in quick succession if they failed to get enough support at an initial meeting.
Why bother?
If you own shares of many different companies, you may end up feeling bombarded by proxy statements. It's easy to think that your tiny 100-share holding isn't worth taking the time to review materials or to vote. Yet there are many situations in which even small shareholders can make a difference.
In some cases, holders of small amounts of shares propose voting resolutions of their own on issues that are important to them. Even though large institutional shareholders usually vote against these resolutions by shareholder activists, the resolutions often get substantial support among a minority of shareholders. Depending on how significant the vote is, companies occasionally take action to meet some of the wishes of these shareholders, even when the vote fails. For instance, after a shareholder resolution failed, Whole Foods Market (NASDAQ:WFMI) nevertheless agreed to include labels with information about genetically modified organisms on some of their food products.
With calls for corporate responsibility becoming louder amid options and severance-compensation scandals, shareholders must exercise their rights to participate in their company's governance. The best way you can be heard is through voting your shares at company annual meetings.
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Fool contributor Dan Caplinger votes all of his proxies, except when he doesn't get the statements until after the meeting. He owns shares of Berkshire Hathaway, which is an Inside Value recommendation. Whole Foods is a Stock Advisor pick. The Fool's disclosure policy is always worth your vote.
