Ep. 253: Jonathan Smalley - Proxy Voting Makeover: Shaking Things Up with Digital Transformation

Welcome to the Count Me In Podcast, where we bring you conversations with top industry professionals and thought leaders. In this episode, host Adam Larson sits down with Jonathan Smalley, Co-Founder at Proxymity, for a deep dive into shareholder engagement in the corporate world. They discuss the critical importance of strengthening shareholder engagement, the impact on investor relations, and the ongoing digital transformation of proxy voting. If you want to gain insider insights and valuable advice from industry experts, you've come to the right place. Tune in to hear their engaging discussion on the future of shareholder communication and the evolving landscape of corporate governance.

Episode Transcript:
< Intro >

Adam:            Welcome to Count Me In. I'm your host, Adam Larson, and in today's episode, we're diving into the world of shareholder engagement with Jonathan Smalley, co-founder at Proximity. We'll uncover why strengthening shareholder engagement is more crucial than ever, and why it's imperative for navigating the upcoming political landscape. From climate change to the rising influence of retail shareholders.

We'll explore the global factors impacting shareholder engagement, and the shift towards digitalizing proxy voting. Jonathan shares valuable insights on bridging the gap in shareholder communication, and the potential benefits for organizations. Get ready to gain a deeper understanding of the challenges and opportunities, in shareholder engagement.

< Music >

Adam:            Well, Jonathan, I'm really excited to have you on the podcast today. And we're going to be talking about shareholder engagement, which is something not everybody touches, necessarily, but it's a very important part of your organization. Especially if you have a board or shareholders, if you're a public company.

And, so, what makes strengthening shareholder engagement more critical, now than ever, for smoother investor relations. Especially as we're going into 2024 here, as we're recording at the end of 2023. What makes that so important, right now?

Jonathan:       Firstly, thanks for having me, Adam. Yes, I'd say it's more critical than ever, but I'd say it's been critical for quite a long time. But when we look at what's behind us and what's ahead, there are some really big global factors that are not going away. That are continuing to heat things up, I feel like.

I think as we head into 2024, also, it's the biggest political election year, globally, ever. Big elections in the U.S., India, South Korea, Mexico, likely to be one in the United Kingdom. And a lot of the factors, actually, that are going to impact political elections are going to be considerations when people go to the ballot box, are actually also transferable to the boardroom, or to the annual general meeting hall.

Things like climate change is not going to surprise people, but that is something that is extremely topical and is a key part of issuer-shareholder engagement. Just this year, both inside the U.S. and outside, more shareholders' climate proposals than last year.

And there are groups that cite that as financially material to their investment decisions now. And not just people on the street, but powerful, influential, institutional investor groups have got together and made that determination. And they're not just asking issuers and, obviously, the regulators are also calling for disclosures. It's also their service providers that are asking to do more.

They want net zero policies. They want better climate integration into things like voting policies. And another one that's been heating things up for a long time now is Say-on-Pay. 94% now of S&P 1500 companies have a say on pay vote every single year. Ten years ago that would have been about 50%, so it's a big increase. And, I think, this year they, against recommendations from the leading two vote, advisors went down, but less against recommendations. But those resolutions got less support this year than last year.

So that makes those contests quite frequent. And, then, I think, kind of linked to the climate change thing. You've got ESG versus increasing anti ESG, pretty polarized, and I think that's also something. As I sort of mentioned before, is going to also play out in political elections as well, not just in company elections. 

And then I'd say that the big kicker to all of that is that we're just seeing year on year more votes, particularly, more votes from retail shareholders. Institutional shareholder voting has been quite high for a number of years now because of active ownership, because of stewardship codes, because of regulation.

Retail, as a rule of thumb, has always been 20, 25% maybe in a contest a little bit higher than that. So there's clearly much more room for that to go into. And we've got some brokers going, "We're getting 30% a year on year increase." Some retail shared voting, and that's coming at a time where we're going through millennials and Gen Z's inheriting anywhere between $68 to $84 billion. And millennials, at the moment, are the most likely generational group to vote.

So big issues against the backdrop of a great wealth transfer heading into a year that is going to be, probably, more politically charged than any we've seen across all the democratic countries, in the world, that are going to go to the polls. So I think engaging shareholders and having an efficient way for companies and shareholders to communicate back and forth is going to be more important than ever before, just because there's so much more coming. And I think we'll get on to maybe the technology a little bit later.

But if you look at the legacy ecosystem about the way companies and shareholders communicate, we urgently need to upgrade that to deal with this. Because it's a good thing for companies and shareholders to communicate back and forth. We should be allowing it efficiently and digitally. And if we don't, and we're not ready for what's coming, then, there's going to be more negative headlines, I think, for companies to be worried about. As those general meetings debate and have voted on very important decisions for the company.

Adam:            Yes, it's great how you outline all the different political factors. All the things happening around the world, that are causing more and more shareholders to become more engaged. And before we get to the technology piece, maybe, you could elaborate a little more about the importance of that communication between shareholders, in the organization. How it can impact a company's overall performance and even reputation?

Jonathan:       Yes, I mean, starting with the reputational piece, it's probably easier to talk about the downside, sometimes, because, then, that's the thing that creates headlines. It creates headlines when results are challenged. When there's uncertainty about the results. And we saw a fairly infamous case a few years ago at the P&G's meeting, votes counted three times and it was a different result every time. And you're like, "How could that be?"

And that was very expensive, both for the company, it w...