fb-pixel Skip to main content

Sizing up two kinds of shareholder meetings: in-person and online-only

Lesley Becker/Globe staff; AP

Some complain that the annual shareholder meeting is a vestige of the old days, a tradition whose time has expired in the era of Skype and webcasts. Others insist it’s the last remaining forum for individual investors in publicly traded companies to sit in the same room as a business’s executives and directors.

Over the years, some meetings have been raucous; many others have been snooze fests punctuated by the drone of perfunctory vote reports.

While companies like Warren Buffett’s Berkshire Hathaway Inc. and Wal-Mart Stores Inc. hold annual meetings akin to rallies, others share little and shut their doors to outsiders.


On Wednesday, the Globe covered two different kinds of shareholder meetings, to compare their styles and substance.

One reporter attended the annual meeting of the global custody bank State Street Corp., in downtown Boston.

A second reporter dialed into the stockholders meeting of Wayfair Inc., which the Internet retailer described as a “virtual stockholder meeting, through which you can view the meeting, submit questions and vote online.” But there was no way to actually view the Wayfair meeting. (The company did not respond to requests for an explanation).

Wayfair’s two cochairs attended, and just two of seven other directors called in. At State Street, all the directors attended in person.

Most states require stockholder meetings to be held in a physical place, but Delaware, where Wayfair is incorporated — though it’s physically based in Boston — allows online-only meetings.

“More and more companies are going this way,” said Wayfair’s chief financial officer, Michael Fleisher. “It’s more efficient.” If there were contested matters, he said, “I’m probably not going to run that one as a virtual meeting.”

Frank Glassner, chief executive of Veritas, an executive compensation and corporate governance firm in San Francisco, said that only about 200 out of 10,000 publicly traded US companies hold so-called virtual stockholder meetings.


During the financial crisis, State Street’s meetings were heavily attended, and many employees still show up, said Anthony Ostler, its head of investor relations.

“The access needs to be there,’’ he said. “You just don’t know when you’re going to need it.”

Who ran the show

STATE STREET: Chief Executive Jay Hooley

WAYFAIR: Chief Financial Officer Michael Fleisher

Who attended

STATE STREET: About 100 people, including all of the company’s directors and top executives.

WAYFAIR: 11 people who were at Wayfair, and six who signed on to the audio-only presentation.

How long did it last?

STATE STREET: 15 minutes for the formal portion; 25 minutes more for Hooley’s presentation and stockholder questions.

WAYFAIR: 11 minutes, including 3 minutes of silent voting.

Questions asked?

STATE STREET: A New England Carpenters Union pension fund representative asked about the frequency of voting on executive compensation, and commented on auditors. Longtime shareholder Michael Robbins asked two questions about the bank’s performance.



STATE STREET: In talking about the company transforming from being a transaction processing business to performing digital analysis for clients, Hooley said. “It’s the most important initiative we have underway.”

WAYFAIR: “The preliminary vote count indicates there are sufficient votes to elect the nominees for director, ratify Ernst & Young as the public accounting firm ... and to approve on an advisory basis the compensation of executive officers,” Fleisher said.

The scene

STATE STREET: Security and police monitored the doors and lobby of the company’s One Lincoln St. headquarters. No phones or bags allowed. At 9 a.m., after a brief formal session to report on proxy votes, Hooley presented Power Point of company financials, corporate strategy and community work, followed by “Fearless Girl” video.


WAYFAIR: Executives were sequestered in a conference room at the company’s headquarters at Copley Place. Chief executive Niraj Shah, and co-founder Steve Conine were in attendance, though neither spoke.

Beth Healy can be reached at beth.healy@globe.com. Follow her on Twitter @HealyBeth. Megan Woolhouse can be reached at megan.woolhouse@globe.com. Follow her on Twitter @MegWoolhouse.