RE:RE:Annual General MeetingHello ICT,
I think it is fair to say that most individual shareholders of publicly traded shares do not attend the public, in-person AGM sessions, nor do they vote their shares by appointing a proxy. A significant number of shares are held by index and mutual funds, some of whom use a proxy service to vote these shares in an "appropriate" way following published guidelines (such as the ISS document I shared earlier). This means that the resolutions at an AGM are approved by a small minority of the current shareholders.
Take Verde as an example. Here are the total number of shares voted at the last 4 AGMs, versus the total issued and outstanding as of the record date of each meeting:
2017 4,849,000 voted out of 37,617,000 or 12.9% of the total
2018 4,850,000 voted out of 40,475,000 or 12.8% of the total
2019 8,776,000 voted out of 45,942,000 or 19.1 % of the total
2020 9,802,000 voted out of 46,928,000 or 20.9% of the total
It should also be noted that the CEOs shares are included in the "voted" figures, which were 3,041,000 in 2017, 3,541,000 in 2018, 5,383,000 in 2019 and 7,196,000 in 2020.
This means that Mr. Veloso's shares accounted for the following proportion of the total shares cast at the AGM:
2017 62.7%
2018 68.4%
2019 61.3%
2020 73.4%
So even though Mr. Veloso only held between 12% and 16% of the total issued an outstanding shares, by showing up and voting these at the AGM he was able to decide each open resolution as he saw fit.
Back to the proxy question, shareholders can appoint the chair of the meeting to vote their shares for the three precirculated motins, but have no way to direct how their shares should be voted for any additional resolutions. I suppose a shareholder could add "Proxy not to be voted for any other resolutions" or "Proxy to vote against or withhold from any other resolutions" and hope the Chair would honour their specific requests. I am not sure there would be any way to monitor or assess if this is how the "closed" meeting votes were actually tabulated.
I am still hopeful the TSX will require a way for all shareholders to attend a virtual Verde meeting and to vote their shares as they see fit.
Cheers,
S.