Evelyn Y. Davis, the corporate gadfly company presidents have been trying to swat for years, has finally run into the regulatory equivalent of Raid.
Davis' buzzing has been slowed by a series of recent rulings by the staff of the Securities and Exchange Commission.
The SEC has agreed to let four major corporations ignore resolutions that Davis wanted to bring to a vote at the companies' annual meeting of shareholders.
Another of Davis' pet proposals was almost thrown off the agenda of Marriott Corp.'s upcoming meeting and she faces SEC staff decisions -- and possibly a commission review -- on several new efforts to gag her.
Practically a professional stockholder. Davis attends the annual meetings of about 100 companies a year and at 70 and 80 of them offers resolutions for the stockholders to vote on. Davis has a regular package of resolutions. There is one calling for disclosure of company legal fees, another to have auditors elected annually by the stockholders and several calling on companies to disclose, limit or ban corporate contributions to charities and politicans.
None of Davis' resolutions has ever passed.
Corporate executives have complained for years that Davis' stockholder proposals were frivolous and designed only to draw attention to her. Until now, however, they had not been able to convince the SEC that that Davis did not reserve the same rights as other dissident investors.
But lately they have succeeded in keeping her off the ballot, and Davis complains that, "Somebody over at the SEC is trying to get rid of me. This is big scandal. It is very serious."
Davis said she is preparing to ask the five SEC commissioners to overrule recent decisions by the agency's staff that have kept her resolutions from being brought to a vote.
In one case, the SEC ruled that Davis was ineligible to bring a resolution before this year's annual meeting of TransAmerica Corp. because she didn't show last year when one of her proposals was on the ballot.
Davis' demand that Southern Co. shareholders vote on a resolution halting corporate political contributions was thrown off the ballot by the SEC after Southern executives pointed out that they don't make any political contributions.
At American Express, Davis wanted the shareholders to adopt a resolution demanding a better report from the company on activities at the annual meeting. The SEC agreed that no vote was necessary, after American Express supplied copies of an illustrated brochure it sent shareholders describing the meeting. The booklet showed pictures of several persons who spoke at the meeting, but had none of Davis.
The decision that could cause Davis the most trouble involves Armco Steel Corp. SEC lawyers accepted Armco's contention that the only reason Davis wanted to present a resolution at the company's annual meeting was because she had a "personal grievance" with Armoco's top executives.
The "personal grievance," Armco said, was the refusal of Armco officials to pay Davis $148 for subscriptions to her annual autobiographical memoir called "Highlights and Lowlights."
"I tell you, darling, that is pure garbage," Davis retorted when asked it she makes trouble for companies that won't buy her publication. "That has absolutely nothing to do with it."
"Highlights and Lowlights" consists mostly of Davis' description of her own appearances at various annual meetings.
Armco complained to the SEC that Davis called the company's chairman of the board, C. William Verity, half a dozen times to try to get him to shell out $148 for "Highlight and Lowlights."
The company's lawyers said that when Verity refused to speak with her, Davis told her executive secretary, I don't talk to flunkies," and then "stated she would be forced to attend Armco's annual meeting and make derogatory comments about Mr. Verity and his secretary."
Sometime later, Davis bought a few shares of the company's stock and demanded that Armco shareholders vote on a resolution to limit the company's contributions to charities. The company told the SEC it intended to ignore Davis's resolution and asked the SEC to acquiesce.
Accepting Armco's version of the events, the SEC assured Armco that it would not get in trouble with the SEC if it left Davis' resolution off the annual meeting agenda.