An excerpt from a longer, thoughtful comment letter:
These questions relate to what factors encourage or discourage retail investors from thoughtful voting of their proxies. Before I drill down into them, let me first provide the rationale behind my own proxy voting:
- In the event of a major proposal that would seriously dilute or otherwise endanger the long term value of my shares, I will not vote at all. The only hope for the small retail investor is for the company to fail to reach a quorum.
- I vote against directors who have been in their position for more than 5 years. Any new ideas they might have contributed, they've already had 5 years to provide them. Time for new blood. Ditto for directors over the age of 70.
- I vote against directors who are members of a family or organization that have voting control over a significant fraction of outstanding voting power. Their interests are unlikely to align with retail investors.
- I always vote against the current auditor. We've lost far too much money because accounting firms were too cozy with the companies they were hired to audit. Routinely changing out auditors is a strong deterrent to financial shenanigans and fraud.
- I vote against management-drafted proposals that either benefit management far more than the rank-and-file employees or that would reduce stockholder checks and balances on management actions.
I vote for all proposals submitted by outside stockholders with the exception of those that are clearly bad ideas and almost all those submitted by religious groups.
. . .
I do not see what the SEC can do specifically around website education for proxy voting that is not already present in proxies by law or regulation. If you do want to help retail investors to better understand their rights and roles, I would do what the FDIC did and hire Suze Orman as a spokesperson to get the message out.
Another commenter is a strong supporter of "advance directive voting":
As an investor in the public market place, I am constantly throwing into the trash proxy statements, proxy cards and other SEC filings. Despite my background, I do not have enough economic interest in any of my investee companies to spend the time and effort to analyze their corporate governance situation. If for some reason I decide that I do not like the company, I sell the stock and do not try to change the corporate governance structure. I believe that my attitude is similar to the attitude of most individual investors.
. . .
I would love to be able to permanently direct my broker to just vote in favor of all management proposals, subject to my ability to revoke that instruction. I would also like the ability to permanently instruct the board of directors' chosen proxy agents to vote in favor of all management proposals, subject to my ability to revoke that instruction. Finally, I would like to be able to direct my broker and the investee company to not send me any SEC filings since, for me, they just waste the company's money. I recognize that there may be some unusual individual investors who really enjoy reading SEC filings, but I am not one of them. Therefore, I only request that this right to not receive SEC filings for me and other people who are like-minded.