April, poet T. S. Eliot wrote, is the "cruellest month." It seems an apt description for a month that, within a mere 30 days, will witness 44 annual stockholder meetings in the Baltimore-Washington-Richmond region.
Other months have their share of stockholder meetings -- March is popular and May is busy. But because most companies operate on a calendar year, April is far and away the premier month for shareholder conclaves.
April stockholder gatherings may not provide exactly the mixture of "memory and desire" that Eliot had in mind when he wrote about the coming of spring. But any stockholder who has sat through more than a few annual meetings will understand the comparison. All too often, the shareholder's "memory" is of a dull, unsatisfying meeting and of management's fervent "desire" to see the meeting end quickly, with as little controversy or embarrassment as possible.
Indeed, the larger a company gets, the more formal its annual meetings seem to become, observed John D. Sanders, a vice president of Wachtel & Co. of Washington. Sanders, who attends as many as 50 stockholder meetings a year, finds that annual meetings of larger companies tend to be scripted by company lawyers and that the sessions take on highly defensive overtones.
Having spent 17 years working with small, developing companies, Sanders laments the lost opportunities that annual meetings often represent. In a recently published booklet, "Ventures in Raising Capital," Sanders wrote that annual meetings represent a company's best chance "to give the shareholders the feeling that they are part of the overall team, to meet the management and other employes."
He advises managers to "be informal, as if this were a family. In fact," he said, "I like that even with bigger companies. Invite interested investors, bankers and brokers. Create an aura so that people want to get into the club."
Shareholders meetings do not, of course, have to be dull. In fact, some of the nation's Big Eight accounting firms think there are lots of good solid questions stockholders can ask at these meetings. And to help them fashion useful questions, some of the firms have issued pamphlets describing some of the key subjects stockholders can ask about.
The topics cover a wide range of matters involving corporate finance and company activities. There are questions about sales and earnings, the national economy and the deficit, the impact of foreign competition, mergers and acquisitions, dividends, minority hiring, management ethics, political contributions, executive compensation, new stock issues, trade with South Africa and so on.
To the credit of the accounting firms, many of the suggested questions are tough, and would put even a glib and confident company chairman on the spot. Some of the accounting firms get around this sensitive point by noting that the questions will help managers prepare answers in the event stockholders decide to ask these questions.
Questions suggested by the Arthur Young firm include:
* What is the total compensation of top executives? What perquisites do executives receive (such as use of company boats, airplanes, apartments, automobiles)? Were any loans to top executives forgiven? Are there any non-interest-bearing loans or loans below market interest rates to top executives? What is the cost to the company of such loans?
* Why has executive compensation increased without a corresponding increase in dividends? Has the company considered reducing executives' salaries or bonuses during periods when earnings decline or cash dividends are reduced?
* What policies and controls are in effect to prevent the kinds of widely publicized defalcations (embezzlement) and irregularities that have occurred at other companies (for example, kickbacks and unauthorized trading in securities or futures)? Has the company publicized any defalcations that have been uncovered to discourage similar wrongdoings?
* Does the company have a corporate code of conduct? How is the code monitored? Are members of management required to submit conflict-of-interest statements annually?
Questions suggested by Deloitte Haskins & Sells include:
* In light of the large number of bank failures during 1984, has the company assessed its banking relationships to prevent possible losses from accounts with balances in excess of FDIC coverage? Has the company incurred any losses because of bank failures?
* Does the company have plans to cancel its pension plan in a pension fund "reversion" to withdraw the plan's excess funds? Will the plan be replaced with another plan? How much does the company expect to receive from the "reversion"? How will the company use those excess funds?
* What, if any, proposals submitted to management were omitted from the proxy statement? Why were they omitted? Who were their sponsors?
* Why doesn't the proxy provide stockholder views on all proposals to be voted on at the annual meeting?
* Why were management bonuses paid before dividends were paid to stockholders?
* Have any officers, directors or associates of directors disposed of large blocks of the company's stock recently? How does the company monitor inside trading?
* How does the company prevent former employes from taking the results of research or trade secrets with them?
Questions suggested by Coopers & Lybrand include:
* What is the company's policy on doing business in South Africa? Did the company sign the Sullivan Principles (a voluntary code of conduct for U.S. companies operating in that country, pledging them to desegregate their facilities and pay equal wages to blacks)?
* Has the strength of the U.S. dollar affected the company's ability to compete in foreign markets? Has the company considered moving facilities to foreign locations to minimize the effect of the strong dollar in those markets?
* What is the company's plant safety record? What active programs does the company have to promote safety, accident prevention, etc?
Questions suggested by Arthur Andersen & Co. include:
* Does management have a takeover protection plan?
* What would happen if someone made a stock tender offer above the current market price? How can we be sure management would not fight such an offer even though it would be attractive to other shareholders?
* Is all the information you give to institutional investors and professional analysts also made available to other shareholders?
How many of these kinds of questions will be asked at 1985 stockholder meetings? There is no way to predict. Some companies, especially those involved in controversy, are likely to draw heavy fire from the gadflys who make it their business to watch specific firms. Most companies will slip quietly through the annual meeting routine, escaping in-depth probing by stockholders.
"Shareholders are pretty quiescent," said Alan Berkeley, a Washington securities lawyer. In the 1983-84 year, he said, only 509 shareholder proposals were submitted for inclusion on proxy ballots of U.S. corporations. That was a 42 percent drop from 870 the previous year.
Clearly, the experts agree, what a stockholder doesn't know can hurt him. The best way, therefore, for a shareholder to protect his investment is to read carefully the proxy statement the company sends and go to the annual meeting prepared to ask intelligent, incisive questions.