The Shareholders Are Revolting!
By Stanley Bing

(FORTUNE Magazine) – Okay, I know about the whole corporate-governance thing and how it needs to be scrutinized every day and twice on Sunday, and also, of course, how an individual with $152.34 invested in our company owns the corporation.

But still. Isn't it about time we blew up the annual meeting? I just came from one. As a display of democracy in action, it was inspiring. That is, it inspired me to get out of there and go back to work.

It began as they all do--a gaggle of mostly elderly and truculent people filing into the auditorium complaining that there were no cookies. It seems that in the old days of corporate annual meetings there were not only cookies but also cake and sometimes even little sandwiches to accompany coffee, tea, and soft drinks, or so they tell me. Those were the days!

Then they get started. You know the drill. First the chairman gets up and shows the flag. The president comes on to lay out the company's strategy with pretty graphics. No matter how good the story, the crowd is edgy, fidgety. This is not what they came for. "We will now entertain questions about the board candidates," says the general counsel and bweeeeeeee--the puck is dropped, and we are off. It's gadfly time.

The first is the editor of an investor letter. Her question, actually an impassioned speech, is offered in a thick Transylvanian accent and winds like a vine around any number of topics until the audience is writhing and booing. She touches on the outrage she felt when "minimum-wage employees" asked to see her ID--"Why," she cries, "do we need so much security around here!"--and makes insulting comments about the general character of several ultra-senior managers, who attempt to smile benignly from the stage.

Next comes a gentleman of some 75 years of age, very careful, very neat, and intense. "I have been attending annual meetings," he says with great thoughtfulness, "since February 23 of 1958, which was on a Thursday, and since then I have come from my house at 212 Main Street, Tuckahoe, New York, and asked 543 questions at 198 separate annual meetings involving $1.6 trillion of assets..." and so forth. This fellow gets up several more times with additional numerical documentation. I'm sure he's an excellent driver.

Time is passing, and nothing of substance has been done. Except...could it be that...this is the substance?

Another investor rises creaking to his feet. "I have it from a very excellent source that this company is planning to divest its flute reamer division!" he cries, outraged. When asked what his excellent source was, he replies, "I can't remember," and sits down. The audience laughs. Things are getting out of hand.

A woman the size of R2-D2 goes up to the mike and begins to read newspaper articles about executive malfeasance in the American corporate scene at this point in history. This is interesting to some people but not to others, a fact made clear when a rowdy bunch of shareholders stand and begin screaming for her to sit down. They seem acquainted with her. Perhaps they have seen this act at other annual meetings?

"I don't have a proxy!" yells the woman from Transylvania, after which there is a rumpus from a number of people who feel they, too, have been neglected. There is an attempt by the general counsel to establish order. It fails.

A scattered group of gesticulating, yammering townsfolk are now heading for the mikes, brandishing pitchforks, clubs, and torches. What are they going to be talking about now? Corporate investment in totalitarian dictatorships? Nuclear power? Big tobacco? Acquisitions and divestitures? Sex? Drugs? Executive comp? All of the above? Something new? The noise level in the room is rising. Cheeks are turning pink, then red.

I guess I decided to get out of there when an entire roast turkey sailed past my ear on the way to the stage. The chairman and the president and the general counsel were up there trying to do their best, but there was nothing a guy in the audience could do. When a bunch of midgets on unicycles burst in from the lobby and began bouncing down the aisles asking whether corporate overhead was in line with historical norms, I quietly rose to my feet and squeezed myself down the row and out the door.

As I left, I saw the guys on the stage rising to their feet. The chairman was yelling, "Back! Back!" and threatening the audience with a laser pointer. The president was on his feet, arms akimbo, laughing like a swashbuckler. The general counsel was crouched behind the table muttering imprecations to himself, his logbook over his head. I don't blame him. The better part of valor is discretion, particularly in events mandated by law.

Next know? I think they should serve cookies. Sometimes it's just nice to have a cookie. It certainly couldn't hurt, right?

By day, Stanley Bing is a real executive at a real FORTUNE 500 company he'd rather not name. He can be reached at